Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 4 contracts
Sources: Incentive Stock Option Agreement (Enterprise Bancorp Inc /Ma/), Nonqualified Stock Option Agreement (Enterprise Bancorp Inc /Ma/), Nonqualified Stock Option Agreement (Enterprise Bancorp Inc /Ma/)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company. Notwithstanding any of the foregoing to the contrary, if the Company has established, for itself or using the services of a third party, an automated system for the exercise of stock options that may be granted under the Plan, such as a system using an internet website or interactive voice response system, then the Optionee shall be permitted to exercise this Option on a paperless basis through the use of such an automated system.
Appears in 4 contracts
Sources: Nonqualified Stock Option Agreement (Enterprise Bancorp Inc /Ma/), Nonqualified Stock Option Agreement (Enterprise Bancorp Inc /Ma/), Nonqualified Stock Option Agreement (Enterprise Bancorp Inc /Ma/)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment While this Warrant remains outstanding and exercisable in full accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Unless exercised in accordance with Section 4 below, such exercise shall be effected by the following:
(i) the surrender of this Warrant, together with a duly executed copy of the exercise price Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and
(ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of shares Shares being purchased.
(b) Each exercise of this Warrant shall be deemed to be delivered, by means have been effected immediately prior to the close of payment acceptable business on the day on which this Warrant is surrendered to the Company as provided in accordance with Section 5(c3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Plan, or Shares represented by such certificate.
(bc) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt the exercise of such noticethis Warrant in whole or in part, and in any event within ten (10) days thereafter, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or at its expense will cause to be deliveredissued in the name of, to and delivered to, the Optionee Holder, or as such Holder (or other person entitled to exercise this Option), at the principal executive offices upon payment by such Holder of the Company or such other place as shall be mutually acceptable, any applicable transfer taxes) may direct:
(i) a stock certificate or certificates for the number of Shares to which such shares out Holder shall be entitled or, if uncertificated, a book entry to that effect, and
(ii) in case such exercise is in part only, a new warrant or book entry (dated the date hereof) of theretofore authorized but unissued shares or reacquired shares like tenor, with a Warrant Amount equal to (x) the Warrant Amount, less (y) the aggregate amount of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed Exercise Price paid by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the Holder in exercise of this Option may be issued on Warrant prior to the date of issuance of such a noncertificated basis if mutually agreed upon by new warrant (including, in the Company and the Optionee and otherwise permissible under applicable law and the rules event of any applicable stock exchange. Payment Net Exercise, the aggregate value of such amount of Shares foregone in such Net Exercise (calculated as X minus Y under the exercise price may be made formula set forth in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors4 below, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect applied to such shares not paid for may be terminated by the CompanyNet Exercise)).
Appears in 4 contracts
Sources: Co Venture Agreement (VirTra, Inc), Co Venture Agreement (VirTra, Inc), Co Venture Agreement (Nuvola, Inc.)
Method of Exercise. Prior (a) In order to its expiration and exercise this option, in whole or in part, the Optionee shall deliver to the extent that Company at its principal place of business, or at such other offices as shall be designated by the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by Company (i) a written notice of such holder's election to the Companyexercise this option, substantially in the form attached hereto as Exhibit 2, stating which notice shall specify the number of shares with respect of Common Stock to which this Option is being exercised be purchased pursuant to such exercise and accompanied by (ii) either (aA) payment in full cash or a check payable to the order of the Company, (B) notice that the exercise price for is satisfied by reduction of the number of shares to be deliveredreceived by holder upon exercise of this option as provided in Section (b) below, by means with the amount of payment acceptable such reduction specified in such notice, (C) shares of Common Stock having a fair market value equal to the Company in accordance with Section 5(c) of the Planexercise price, or (D) a combination of the above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing such part of the Shares, provided that if any law or regulation requires the Company to take any action with respect to the Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be extended for the period necessary to take such action.
(b) a description At the election of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticethe Optionee, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to may exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, option without a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment cash payment of the exercise price may be made in cash or cash equivalents or, in accordance with by designating that the terms and conditions number of Section 5(c) of the Plan, in whole or in part in shares of Common Stock issuable to Optionee upon such exercise shall be reduced by the number of shares having a fair market value equal to the amount of the Company; providedtotal exercise price for such exercise. In such instance, however, that no cash or other consideration will be paid by the Compensation Committee holder in connection with such exercise and no commission or other remuneration will be paid or given by the Optionee or the full Board Company in connection with such exercise.
(c) For this purpose, the fair market value of Directors, as the case may be, reserves the right upon receipt shares of any written notice of exercise from the Optionee to require payment in cash Common Stock with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock an option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all shall be determined as of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect last business day prior to such shares not paid for may be terminated by exercise of the Companyoption.
Appears in 4 contracts
Sources: Stock Option Agreement (Diversified Corporate Resources Inc), Stock Option Agreement (Diversified Corporate Resources Inc), Stock Option Agreement (Diversified Corporate Resources Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this The Option may shall be exercised from time to time exercisable by written notice which shall state the election to exercise some or all of the Companythen-exercisable portion of the Option, substantially in the form attached hereto as Exhibit 2, stating and shall specify the number of shares Shares with respect to which this the Option is being exercised exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by either (a) payment in full of the exercise price Exercise Price for the number Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to be deliveredthe Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, by means of payment acceptable the Optionee may designate to the Company in accordance with Section 5(c) writing at the time of the Planexercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or (b) a description Nonstatutory Option portion. In default of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its timely receipt of such noticewritten designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall, without transfer or issue tax shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee (or any other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices as a result of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated so acting in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyadministration.
Appears in 4 contracts
Sources: Stock Option Agreement (Greater Bay Bancorp), Stock Option Agreement (Greater Bay Bancorp), Stock Option Agreement (Greater Bay Bancorp)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunderThis option shall be exercisable, this Option may be exercised from time to time in full or in part, only by giving written notice to the chief financial officer of the Company, substantially in which shall:
(i) state the form attached hereto as Exhibit 2election to exercise the option, stating the number of shares in respect to which it is being exercised, and the name of the person exercising the option, his or her address and tax identification number (and if the stock certificates are to be registered in more than one name, the names, addresses, and tax identification numbers of such other persons);
(ii) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Stock as may be satisfactory to the Company’s counsel; and
(iii) be signed by the person or persons entitled to exercise the option and, if the option is being exercised by any person or persons other than Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the option. Payment of the purchase price of any shares with respect to which this Option the option is being exercised shall accompany the written notice and accompanied by either such payment may be made, in whole or in part, in: (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or cash; (b) a description shares of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices Stock of the Company or such other place already owned by Optionee, valued at the Market Value as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares the date of its Stock as the Company may electnotice of exercise; provided, however, that (i) there shall be no exercise at any time as to fewer than one hundred (100) shares, unless fewer than one hundred (100) shares remain to be purchased under the time option being exercised; and (ii) the option may not be exercised for a period of such six (6) months after the date of grant; or (c) Stock Appreciation Rights, if applicable; or by a combination of these methods. The certificate or certificates for shares of Stock as to which the option shall be exercised shall bear any restrictive endorsement the Company, in its sole discretion, deems necessary. In lieu of the delivery may be postponed of shares of Stock already owned by the Optionee, the Optionee may also provide the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and a notarized statement attesting to the extent that number of shares owned for at least six months, where upon verification by the Company, the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued may issue to the Optionee only the number of incremental shares to which the Optionee is entitled upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchangeoption. Payment of the exercise price may be made in cash or cash equivalents or, in In accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case payment may be, reserves the right upon receipt of any written also be made by delivering a properly executed exercise notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Optionee may not make payment in shares Company the amount of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (sale or other person entitled to exercise this Option) fails loan proceeds to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companypurchase price.
Appears in 4 contracts
Sources: Outside Director Stock Option Agreement (X Rite Inc), Consultant & Advisor Stock Option Agreement (X Rite Inc), Outside Director Stock Option Agreement (X Rite Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this (a) The Option may be exercised from time to time only by delivering written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full Treasurer of the exercise Company. Contemporaneously with such delivery, the Optionee shall tender the full purchase price for of the number Shares by any of shares to be delivered, by means of payment acceptable the following methods or combination thereof:
(i) A certified or cashier’s check payable to the Company in accordance with Section 5(c) order of the Plan, or Company;
(bii) a description Certificates of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices Shares of the Company that have been held by the Optionee for at least (6) six months (or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such longer period as may be required to avoid a charge to earnings for it with reasonable diligence financial reporting purposes) that have a fair market value equal to comply with any applicable requirements such purchase price or the portion thereof so paid on the date of law. If and exercise, or delivery by the Optionee of a written attestation of the same; and/or
(iii) A copy of irrevocable instructions to a broker to promptly deliver to the extent that Company the amount of proceeds from a sale of Shares equal to the exercise price. To facilitate the foregoing, the Company also provides may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to its shareholders generally a means this subparagraph (a)(iii) shall be subject to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon compliance with federal and state securities laws and trading policies established by the Company and applicable to the Optionee.
(b) In addition to tendering payment,
(i) the Optionee and otherwise permissible under applicable law and shall be required to execute a Restricted Stock Purchase Agreement substantially in the rules form of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents orExhibit A hereto, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from if the Optionee to require payment in cash with respect to the shares contemplated in such noticepurchased Restricted Shares; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If and
(ii) the Optionee (or the purchaser under paragraph 7 below) shall furnish such other person entitled documents or representations (including, without limitation, representations as to exercise this Option) fails to pay for and accept delivery of all the intention of the shares specified Optionee, or the purchaser under paragraph 7 below, to acquire Shares for investment) as the Company may reasonably request in such notice upon tender order to comply with securities, tax or other laws then applicable to the exercise of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Apac Customer Service Inc), Stock Option Agreement (Apac Customer Service Inc), Executive Employment Agreement (Apac Customer Service Inc)
Method of Exercise. Prior (i) Subject to its expiration Section 4(a) of this Agreement and to Section 7(d) of the extent that Plan, the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivery of written or electronic notice of exercise to the Company, specifying the number of Shares for which the Option is being exercised, and accompanied by payment of the aggregate Exercise Price in respect of such Shares. The Exercise Price shall be payable (A) in cash or cash equivalent (e.g., by check), in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised; provided, that such shares of Common Stock are not subject to any pledge or other security interest and that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice the Committee in order to the Company, substantially avoid adverse accounting treatment applying generally accepted accounting principles); (B) partly in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option cash and partly in such Shares; (C) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number shares of shares to be deliveredCommon Stock at such time, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a broker-assisted “cashless exercise” procedure and such other documents and undertakings as are necessary pursuant to satisfy that procedure. As soon as practicable after its receipt of such notice, which the Company shall, without transfer or issue tax is delivered a copy of irrevocable instructions to a stockbroker to sell the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Common Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee otherwise deliverable upon the exercise of this the Option may be issued on such a noncertificated basis if mutually agreed upon by and to deliver promptly to the Company and an amount equal to the Optionee and otherwise permissible under applicable law and Exercise Price; or (D) through a “net exercise” procedure effected by withholding the rules minimum number of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay the Exercise Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Company; providedOption, howeverpaid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Compensation Committee shall in its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry.
(iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof, and any exercise of the Option pursuant to this Section 4(b) by any person or persons other than the Participant shall be accompanied by appropriate proof of the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (person or other person entitled persons to exercise this the Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Pinnacle Foods Inc.), Nonqualified Stock Option Agreement (Pinnacle Foods Inc.), Nonqualified Stock Option Agreement (Pinnacle Foods Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(b), the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised by delivering to the Company at its principal office the Exercise Notice attached hereto as Exhibit B, together with proof that the Participant has obtained from time the Nevada Gaming Authorities all licenses or approvals necessary to time by written exercise the Option and to hold the Shares. Within five (5) business days of the delivery of such notice to the Company, substantially the Participant shall deliver to the Company at its principal office payment in full of the Exercise Price if he wishes to exercise the Option. Upon receipt by the Company of the Exercise Price the Option will be deemed exercised. The payment of the Exercise Price may be made--
(A) in cash, or its equivalent; or
(B) if there shall be a public market for the Shares, by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by the Participant for at least 6 months), subject to receipt of any necessary licenses or approvals from the Nevada Gaming Authorities and subject to such rules as may be established by the Company, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price; or
(C) by the delivery of a promissory note and pledge agreement of the Participant in the form attached hereto as Exhibit 2Exhibits C (the "Note") and D (the "Pledge Agreement") providing for payment, stating with interest on the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full unpaid balance accruing at a fair market rate as of the exercise price for date of exercise, which the number of shares to be deliveredparties understand shall mean the "Applicable Federal Rate" as such term is used in Code section 7872 unless, by means of payment acceptable to based upon the Company in accordance with Section 5(c) financial position and credit worthiness of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptableParticipant, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; providedhigher rate is appropriate, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held of:
(I) 90 days after a demand for repayment; or
(II) the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.later of:
Appears in 3 contracts
Sources: Stock Option Agreement (Las Vegas Sands Inc), Stock Option Agreement (Las Vegas Sands Inc), Stock Option Agreement (Las Vegas Sands Inc)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and and, other than as described in clause (C) of the following sentence, shall be accompanied by either (a) payment in full of the exercise price for aggregate Option Price in respect of such Shares. Payment of the number of shares to aggregate Option Price may be deliveredmade (A) in cash, or its equivalent (e.g., a check), (B) by means of payment acceptable transferring to the Company in accordance with Section 5(c) of Shares having a Fair Market Value equal to the Plan, or (b) a description of a “cashless exercise” procedure aggregate Option Price for the Shares being purchased and satisfying such other documents and undertakings requirements as are necessary may be imposed by the Committee; provided that such Shares have been held by the Participant for at least the minimum period, if any, required by the Company’s accountants to satisfy that procedure. As soon as practicable after its receipt of such notice, avoid an adverse accounting impact on the Company shallunder generally accepted accounting principles, without transfer or issue tax to (C) if there is a public market for the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), Shares at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of payment, subject to such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of the Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares Section 4(a) of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedthis Agreement. If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP)
Method of Exercise. Prior (i) Subject to its expiration and to Section 6(c) of the extent that Plan, the right to purchase shares vested portion of Stock has vested hereunder, this the Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for Option Price. The payment of the number Option Price may be made at the election of shares to be deliveredthe Participant (i) in cash, (ii) in the discretion of the Committee, by means the delivery of payment acceptable Shares then owned by the Participant, (iii) in the discretion of the Committee, by directing the Company to withhold Shares otherwise deliverable upon exercise to satisfy the exercise price, (iv) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in accordance the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), or (v) by any other method the Committee may prescribe that it determines to be consistent with Section 5(c) applicable law and the purpose of the Plan, or (b) including, without limitation, in lieu of the exercise of an Option by delivery of Shares then owned by a description Participant, providing the Company with a notarized statement attesting to the number of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeShares owned, where upon verification by the Company, the Company shall, without transfer or would issue tax to the Optionee (Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other person entitled rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding any other provision of the Plan or this Option)Agreement to the contrary, deliverthe Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or cause under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be deliverednecessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Optionee (or other person entitled Participant for damages relating to exercise this Option)any delays in issuing the certificates to him, at the principal executive offices any loss of the Company certificates, or such other place as any mistakes or errors in the issuance of the certificates or in the certificates themselves.
(iv) In the event of the Participant’s death, the vested portion of the Option shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed remain exercisable by the Company for such period as may be required for it with reasonable diligence Participant’s executor or administrator, or the person or persons to comply with any applicable requirements of law. If and to whom the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of Participant’s rights under this Option may be issued on such a noncertificated basis if mutually agreed upon Agreement shall pass by will or by the Company laws of descent and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 3 contracts
Sources: Nonqualified Stock Option Award Agreement (Juniper Pharmaceuticals Inc), Inducement Nonqualified Stock Option Award Agreement (Juniper Pharmaceuticals Inc), Nonqualified Stock Option Award Agreement (Juniper Pharmaceuticals Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of The Stock has vested hereunder, this Option may be exercised by the Optionee from time to time by delivering written notice to the Company, substantially Company (in the form attached hereto as Exhibit 2, A) stating the number of shares Shares with respect to which this the Stock Option is being exercised and accompanied by either (a) exercised, together with payment in full of the exercise purchase price for the number of shares to Shares being exercised. Payment of the purchase price, in whole or in part, may be delivered, made (A) in cash or by means of payment acceptable certified or cashier's check payable to the order of the Company, (B) in the form of unrestricted Stock (if held for at least six 6 months) already owned by the Optionee, (C) by cancellation of any indebtedness owed by the Company to the Optionee, (D) through the surrender of shares of Stock then issuable upon exercise of the Stock Option having a Fair Market Value on the date of exercise thereof equal to the aggregate exercise price of the Stock Option exercised or portion thereof, or (E) by any combination of the foregoing. If requested by the Board of Directors of the Company or the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Stock Option, shall supply the Board of Directors of the Company or the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) of the Planapplicable federal and state statutes, or (b) a description of a “cashless exercise” procedure rules and such other documents and undertakings as are necessary to satisfy that procedureregulations. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Stock Option), deliver, or cause to be delivered, deliver to the Optionee (or such other person entitled to exercise this Option)person, at the principal executive offices main office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such the shares out being exercised. The Optionee may exercise the Stock Option for less than the total number of theretofore authorized but unissued shares or reacquired shares of its Shares for which the Stock as Option is exercisable, provided that a partial exercise may not (i) be for less than 100 shares, except in the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment final year of the exercise price may be made in cash or cash equivalents orStock Option, in accordance with the terms and conditions of Section 5(c(ii) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of include any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyfractional shares.
Appears in 3 contracts
Sources: Employment Agreement (J2 Communications /Ca/), Employment Agreement (J2 Communications /Ca/), Non Qualified Stock Option Agreement (J2 Communications /Ca/)
Method of Exercise. Prior to its expiration and to (a) Stock purchased under the extent that Option shall at the right to purchase shares time of Stock has vested hereunder, this exercise be paid in full. The Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares with respect to which this the Option is being exercised exercised, and accompanied by either (a) payment in full the time of the exercise price for delivery thereof, which time shall be at least five business days after the number giving of shares to be delivered, by means of payment acceptable to such notice unless an earlier date shall have been mutually agreed upon. At the Company time specified in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Option), deliver, or cause to be delivered, deliver to the Optionee (or other person entitled to exercise this the Option), ) at the principal executive offices main office of the Company Company, or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares (as the number of such shares may be reduced subject to subsection (c) below) out of theretofore authorized but unissued shares or reacquired shares of its Stock common stock, as the Company may elect, against payment of the Option price in full for the number of shares to be delivered by certified or bank cashier's check or the equivalent thereof acceptable to the Company (including, but not limited to, shares of capital stock of the Company); provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock national securities exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this the Option) fails to pay for and accept delivery of and pay for all or any part of the number of shares specified in such notice upon tender of delivery thereof, his right to exercise this the Option with respect to such undelivered shares not paid for may be terminated by the Board.
(b) Promptly upon receipt of the written notice provided for in subsection (a) above, the Board shall, with the assistance of appropriate employees of the Company, determine if any portion of such intended exercise (the "Disallowance Portion") may reasonably be expected to result in receipt of compensation by the Optionee as to which the Company will not be allowed to claim a deduction in respect of the Company's taxable year during which such exercise occurs, when the amount of remuneration attributable to such exercise is taken together with the Optionee's base salary and the reasonably likely cash and stock bonuses payable to him in respect of such taxable year, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
(c) The Board shall promptly notify the Optionee of its determination as to the Disallowance Portion, and, subject to subsection (d) below, the exercise contemplated by the written notice in subsection (a) shall be deemed to be reduced by the number of shares in the Disallowance Portion.
(d) Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 2(b), the Disallowance Portion shall be deemed to be zero (0) shares.
Appears in 3 contracts
Sources: Employment Agreement (American Science & Engineering Inc), Employment Agreement (American Science & Engineering Inc), Employment Agreement (American Science & Engineering Inc)
Method of Exercise. Prior (a) In order to exercise this Option, in whole or in part, the Optionee shall deliver to the Company at its expiration principal place of business, or at such other offices as shall be designated by the Company (i) a written notice of such Optionee's election to exercise this Option, which notice shall specify the number of Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a check payable to the order of the Company, (B) if, and to the extent extent, authorized by the Committee (which, without limitation, may grant or withhold such approval in its sole discretion), notice that the right to purchase shares Exercise Price is satisfied by reduction of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of Shares to be received by Optionee upon exercise of this Option, with the amount of such reduction specified in such notice, (C) if, and to the extent, authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with shares of Common Stock, or (D) a combination of the above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing the Shares to be transferred, provided that if any law or regulation requires the Company to take any action with respect to which this Option the Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be extended for the period necessary to take such action; and provided further, and without limitation, Shares will not be issued unless and until each matter described in Section 9.5 is being exercised and accompanied by either satisfied.
(ab) payment in full of Upon the exercise price for of an Option, and before the number transfer of shares Shares, the Optionee shall be required to be delivered, by means of payment acceptable pay to the Company in accordance cash or, to the extent authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with Section 5(cShares in the manner described in subsections (a)(B) or (a)(C) of this Section, the Planamount which the Company reasonably determines to be necessary in order for the Company to comply with applicable federal and state tax withholding requirements, and the collection of employment taxes.
(c) For all purposes relating to the surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticethis Section, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices fair market value of the Company shares of Common Stock delivered or such other place as surrendered shall be mutually acceptabledetermined as of the business day next preceding the date of their surrender or delivery, a stock certificate or certificates for and shall mean the price at which such shares out would exchange hands between a willing buyer and willing seller, neither of theretofore authorized but unissued shares whom are under compulsion to buy or reacquired shares of its Stock sell, as reasonably determined by the Company may electCommittee; provided, however, that so long as such shares are listed on a national stock exchange or quoted on the time National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued such exchange or on NASDAQ on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents next business day, or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to if no such shares not paid for may be terminated by were traded on such business day, the Companyclosing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) on the next preceding business day on which such shares were traded.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc)
Method of Exercise. Prior to its expiration and to (a) To the extent that the right to purchase shares of Stock Option has vested become exercisable hereunder, this the Option may be exercised from in whole or in part at any time to time during the Term by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment of the purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (aiii) payment in full of the exercise price for the number of shares to be delivered, by means of payment other cash equivalents acceptable to the Committee in its sole discretion, (iv) by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of California, including without limitation Chapter 5 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) of the Planapplicable federal and state statutes, or (b) a description of a “cashless exercise” procedure rules and such other documents and undertakings as are necessary to satisfy that procedureregulations. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Option), deliver, or cause to be delivered, deliver to the Optionee (or such other person entitled to exercise this Option)person, at the principal executive offices office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for the Shares being purchased.
(b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Company with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share (as defined below) on the date of the Optionee’s notice of exercise. Any Shares purchased upon exercise of the Option which are paid for using Restricted Stock (as defined in the Plan) shall be restricted in accordance with the original terms of the award of such Restricted Stock.
(c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares out less the exercise price per share of theretofore authorized but unissued shares such option(s). The Company and the Optionee or reacquired other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.
(d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of its Common Stock as already owned or underlying vested stock options is not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.
(e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, the Optionee=s notice of exercise may be delivered to the Company by such broker-dealer and the Company may elect; provideddeliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.
(f) For purposes hereof, howeverthe “Fair Market Value Per Share” of the Company’s Common Stock shall mean, that if the Common Stock is publicly traded, the closing per share bona fide bid price of the Common Stock on such date. In any situation not covered by the preceding sentence, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive.
(g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of such exercise of the Option or the delivery may be postponed by of the Company Shares for such period as may be required for it with reasonable diligence the Company (i) to comply with any applicable listing, registration or qualification requirements of lawany national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any government regulatory body. If and In addition, in connection with any exercise of the Option, the Committee may require the Optionee to agree not to dispose of any of the extent that Shares acquired upon exercise thereof except upon the Company also provides to satisfaction of specified conditions which the Committee, in its shareholders generally a means to hold title to shares on a noncertificated basissole discretion, then deems necessary or desirable in connection with any shares to be issued to the Optionee upon the exercise then existing and effective requirement or interpretation of this any applicable federal or state securities law, rule or regulation.
(h) The Option may be issued on such exercised for less than the total number of Shares for which the Option is then exercisable, provided that a noncertificated basis if mutually agreed upon by partial exercise may not be for less than 100 Shares, except in the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment final year of the exercise price may be made in cash or cash equivalents orTerm, and shall not, in accordance with the terms and conditions of Section 5(c) of the Planany event, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of include any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyfractional Shares.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Hemacare Corp /Ca/), Non Qualified Stock Option Agreement (Hemacare Corp /Ca/), Non Qualified Stock Option Agreement (Hemacare Corp /Ca/)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may The Incentive Options shall be exercised from time to time exercisable by a written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either shall:
(a) payment in full of state the election to exercise price for the Incentive Options, the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeexercised, the Company shall, without transfer or issue tax to person in whose name the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; providedcommon stock is to be registered, however, that the time address and social security number of such delivery may be postponed by person (or if more than one, the Company for names, addresses and social security numbers of such period persons);
(b) if applicable, contain such representations and agreements as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option holder’s investment intent with respect to such shares not paid of common stock as set forth in Section 12 hereof;
(c) be signed by the person or persons entitled to exercise the Incentive Options and, if the Incentive Options are being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Incentive Options;
(d) be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the exercise price multiplied by the number of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier’s check, payable to the order of the Company or be cashlessly exercised in accordance with Exhibit 1; and
(e) be accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Incentive Options or (ii) withhold and set-off against compensation and any other amounts payable to the Optionee the amount of such required payment. Such withholding may be terminated by in the shares underlying the Incentive Options at the sole discretion of the Company.
(f) The certificate or certificates for shares of common stock as to which the Incentive Options shall be exercised shall be registered in the name of the person or persons exercising the Incentive Options.
Appears in 3 contracts
Sources: Incentive Stock Option Agreement (Nixxy, Inc.), Incentive Stock Option Agreement (Recruiter.com Group, Inc.), Incentive Stock Option Agreement (Recruiter.com Group, Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by written notice to the Company, substantially Committee or generally accepted accounting principles); (C) partly in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option cash and partly in Shares; or (D) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares Shares at such time, subject to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any written notice Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise from over the Optionee exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to require payment Shares that is established in cash this Section 4(b)(v) shall terminate with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of any incentive stock option, unless he has held such Options) on the shares until at least two years after first anniversary of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all termination of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option Participant’s Employment with respect to such shares not paid for may be terminated by the CompanyCompany or its Affiliates.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (AOL Inc.), Non Qualified Stock Option Agreement (AOL Inc.), Non Qualified Stock Option Agreement (AOL Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and, other than as described in clause (C) of the following sentence, shall be accompanied by payment in full of the aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice to the CompanyCommittee or generally accepted accounting principles), substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option (C) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), Shares at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of payment, subject to such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such a noncertificated basis if mutually agreed upon laws, rulings or regulations.
(iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made in cash or cash equivalents or, in accordance with certificates.
(iv) In the terms and conditions of Section 5(c) event of the PlanParticipant’s death, in whole the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or in part in shares of Common Stock of the Company; providedadministrator, however, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and provided, further, that conditions hereof.
(v) As a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock optionOption evidenced by this Agreement, unless he has held the shares until at least two years after Participant shall execute the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified Stockholders Agreement, if then in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyeffect.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP)
Method of Exercise. Prior to its expiration and The Holder shall exercise the Option by delivery to the extent that Corporation at its principal place of business, of (i) a written notice of exercise signed by the person or persons exercising the Option specifying the number of Options being exercised; and (ii) a certified or cashier's check in payment of the Option purchase price; or (iii) full payment in shares of Corporation's $.001 par value common stock held for the requisite period necessary to avoid a change to Corporation's reported earnings and valued at fair market value as determined pursuant to Section 3.5 of the Corporation's Stock Option Plan; or (iv) if a cashless exercise program has been implemented by the Corporation's Board of Directors, full payment may be made through a sale and remittance procedure pursuant to which the Holder (A) shall provide irrevocable written instructions to a designated brokerage firm to effect the immediate sale of the optioned shares to be purchased and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the optioned shares to be purchased and (B) shall concurrently provide written directives to the Corporation to deliver the certificates for the optioned shares to be purchased directly to such brokerage firm in order to complete the sales transaction. The Corporation shall have the right to purchase shares demand from the person or persons exercising the Option appropriate documentation evidencing such person or persons right to exercise such Option. Promptly upon receipt of Stock has vested hereundersuch notice of exercise and the appropriate consideration, this Option may the Corporation will deliver or cause to be exercised from time delivered to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating Holder stock certificate(s) representing the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a Corporation's $.001 par value common stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, purchased in accordance with the terms provisions of this Agreement and conditions of Section 5(c) during Holder's lifetime, duly registered in the name of the PlanHolder and, in whole or in part in shares of Common Stock of at the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereofHolder's election, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyor her spouse.
Appears in 3 contracts
Sources: Incentive Stock Option Agreement (Datalogic International Inc), Incentive Stock Option Agreement (Datalogic International Inc), Incentive Stock Option Agreement (Datalogic International Inc)
Method of Exercise. Prior (i) Subject to its expiration and Section 5(a), the Vested Portion may be exercised by delivering to the extent that the right Company at its principal office written notice of intent to purchase shares of Stock has vested hereunder, this so exercise. The Option may be exercised from time to time by written notice to the Companyin whole or in part, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedurewhole Shares only. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares purchased upon the exercise of this the Option may shall be issued on such a noncertificated basis if mutually agreed upon by paid for in full at the Company and the Optionee and otherwise permissible under applicable law and the rules time of any applicable stock exchangepurchase. Payment of the exercise price may Such payments shall be made (i) in cash or cash equivalents or(including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) by withholding Shares otherwise issuable in connection with the exercise of the Option, or (v) a combination of any of the foregoing, in accordance with procedures to be established by the terms and conditions of Section 5(c) Committee. Shares used as payment of the PlanExercise Price shall be valued at their Fair Market Value determined on the date of exercise, or if such date is not a business day, as of the close of the business day immediately preceding such date.
(ii) Notwithstanding any other provision of this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in whole its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue to the Participant such Shares within ten (10) days following such determination. Such Shares may be delivered to the Participant either by book-entry registration or in part the form of a certificate or certificates, registered in shares of Common Stock the Participant’s name or in the names of the Company; providedParticipant’s legal representatives, howeverbeneficiaries or heirs, as applicable. In its sole discretion, the Committee may provide that the Compensation Committee Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities. The Participant shall have no further rights with regard to the exercised portion of the Option once the underlying Shares have been delivered to the Participant.
(iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by shall or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 5(a). If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all Any of the shares specified in such notice upon tender of delivery thereof, his right Participant’s heirs or legatees shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Tiptree Inc.), Non Qualified Stock Option Agreement (Tiptree Inc.), Non Qualified Stock Option Agreement (Tiptree Financial Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that the right to purchase shares vested portion of Stock has vested hereunder, this an Option may be exercised in accordance with the exercise process established by the Company; provided that such portion may be exercised with respect to whole Shares only. At the time of exercise, the Participant must pay the Option Price in full. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period, if any, as established from time to time by written notice the Committee in order to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Optionavoid adverse accounting treatment applying generally accepted accounting principles), deliver, or cause to be delivered(iii) partly in cash and, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed extent permitted by the Company Committee, partly in such Shares or (iv) if there is a public market for the Shares at such period as may be time and if the Committee has authorized or established any required for it with reasonable diligence plan or program, through the delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee sell Shares obtained upon the exercise of this an Option may be issued on and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall not have any rights to dividends or other rights of a noncertificated basis stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if mutually agreed upon applicable, has satisfied any other conditions imposed by the Company and Committee pursuant to the Optionee and otherwise permissible Plan.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Options may not be exercised prior to the completion of any registration or qualification of the Options or the Shares under applicable law state and the rules federal securities or other laws, or under any ruling or regulation of any applicable stock exchange. Payment governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that an Option has been validly exercised as to any of the exercise price Shares, the Company shall issue a certificate or certificates in the Participant’s name for such Shares; provided that the Committee may determine instead that such Shares shall be made evidenced by book-entry registration. However, the Company shall not be liable to the Participant for damages relating to any delays in cash issuing any such certificates to the Participant or cash equivalents orin making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates, in accordance with such certificates themselves or in the terms and conditions of Section 5(c) making of the Plan, in whole or in part in shares of Common Stock book entry; provided that the Company shall correct any such errors caused by it.
(iv) In the event of the Company; providedParticipant’s death, howeverthe vested portion of the Options shall remain exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board Person or Persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Cooper-Standard Holdings Inc.), Nonqualified Stock Option Agreement (Cooper-Standard Holdings Inc.), Nonqualified Stock Option Agreement (Cooper-Standard Holdings Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and, other than as described in clause (C) of the following sentence, shall be accompanied by payment in full of the aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice to the CompanyCommittee or generally accepted accounting principles), substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option (C) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), Shares at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of payment, subject to such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of the Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and provided, further, that conditions hereof.
(v) As a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock optionOption evidenced by this Agreement, unless he has held the shares until at least two years after Participant shall execute the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyStockholders Agreement.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP), Nonqualified Stock Option Agreement (Celanese CORP)
Method of Exercise. Prior to its expiration and to (a) The Vested Portion of the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent so to the Company, substantially in the form attached hereto as Exhibit 2, stating exercise. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised (the “Purchased Shares”) and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, Option Price in cash or by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, check or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may electwire transfer; provided, however, that with the time written consent of the Committee (which consent may be withheld for any or no reason), payment of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the aggregate exercise price may instead be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Planmade, in whole or in part in part, by (A) the delivery to the Company of a certificate or certificates representing Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares of Common Stock to be valued on the basis of the Company; providedaggregate Fair Market Value thereof on the date of such exercise), howeveror (B) by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate exercise price in respect of the Purchased Shares, provided that the Compensation Company is not then prohibited from purchasing or acquiring such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the full Board Plan or this Agreement.
(b) Notwithstanding any other provision of Directorsthe Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise and prior to the completion of the exercise, the Participant will be required to affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee.
(c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. Such certificates will be held by the Company on behalf of the Participant until such time as the Shares represented by such certificates are transferred as permitted by the Stockholders Agreement.
(d) In the event of the Participant’s death or Disability, the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, reserves for the right upon receipt period set forth in Section 2(e) (and the term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of any written notice of exercise from the Optionee to require payment in cash with respect Participant shall take rights herein granted subject to the shares contemplated in such notice; terms and providedconditions hereof.
(e) In consideration of the grant of this Option, furtherthe Participant agrees that, that as a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee to purchase Shares (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise whether this Option or any other option), the Participant shall, with respect to such shares not paid for may be terminated by Shares, have become a party to the CompanyStockholders Agreement.
Appears in 3 contracts
Sources: Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.), Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.), Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Method of Exercise. Prior to its expiration and to (a) To the extent that the right to purchase shares of Stock Option has vested become exercisable hereunder, this the Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares Shares with respect to which this the Option is being exercised and accompanied by either (a) exercised, together with payment in full of the exercise purchase price therefor (determined prior to any reduction required by Section 3 above). Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier's check payable to the number order of shares to be deliveredthe Company, by means of payment (iii) in other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee's sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) of the Planapplicable federal and state statutes, or (b) a description of a “cashless exercise” procedure rules and such other documents and undertakings as are necessary to satisfy that procedureregulations. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Option), deliver, or cause to be delivered, deliver to the Optionee (or such other person entitled to exercise this Option)person, at the principal executive offices office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for the Shares being purchased (as reduced, if required, pursuant to Section 3 above).
(b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share on the date of the Optionee's notice of exercise.
(c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares out less the exercise price per share of theretofore authorized but unissued shares such option(s). The Company and the Optionee or reacquired other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.
(d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of Common Stock already owned or underlying vested stock options is rejected by the Committee or is otherwise not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.
(e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its Stock as sole discretion, the Optionee's notice of exercise may be delivered to the Company by such broker-dealer and the Company may elect; provideddeliver the certificate(s) for the Shares being purchased (as reduced, howeverif required, that pursuant to Section 3 above) to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.
(f) For purposes hereof, the “Fair Market Value Per Share” of the Company's Common Stock shall mean (i) if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on the date in question or, if not available, on the trading date immediately following such date or (ii) if the Common Stock is not publicly traded, the fair market value as determined by the Committee in accordance with Section 409A of the Internal Revenue Code and Treasury Regulations thereunder (“Section 409A”).
(g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of such exercise of the Option or the delivery may be postponed by of the Company Shares for such period as may be required for it the Company with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of lawany national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. If and to In addition, in connection with any exercise of the extent that Option, the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to Committee may require the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails the Option to pay for and accept delivery agree not to dispose of all any of the shares Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in such notice upon tender its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of delivery thereofany applicable federal or state securities law, his right to exercise this rule or regulation.
(h) The Option with respect to such shares not paid for may be terminated by exercised for less than the Companytotal number of Shares for which the Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, except in the final year of the term of the Option, and shall not, in any event, include any fractional Shares.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Ameristar Casinos Inc), Non Qualified Stock Option Agreement (Ameristar Casinos Inc), Non Qualified Stock Option Agreement (Ameristar Casinos Inc)
Method of Exercise. Prior to its expiration and The Option may be exercised, to the extent that it is exercisable, by the right Optionee's delivery to purchase shares the Company of Stock has vested hereunder, this Option may be exercised from time to time by written notice of exercise on any business day, at the Company's principal office, addressed to the Company, substantially in attention of the form attached hereto as Exhibit 2, stating Committee. Such notice shall specify the number of shares of Stock with respect to which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price Option Price of the shares for which the Option is being exercised. The minimum number of shares of Stock with respect to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this which an Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Planexercised, in whole or in part part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price for the shares purchased pursuant to the exercise of the Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Common Stock Stock, which shares, if acquired from the Company, shall have been held by the Optionee for at least six months and which shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) by a combination of the Company; providedmethods described in (i) and (ii). If the Stock is publicly traded, however, that payment in full of the Compensation Committee or Option Price need not accompany the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from provided that the Optionee notice of exercise directs that the certificate or certificates for the shares of Stock for which the Option is exercised be delivered to require payment a licensed broker acceptable to the Company as the agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and/or other taxes which the Company may in cash its judgment, be required to withhold with respect to the shares contemplated in such notice; exercise of the Option. An attempt to exercise the Option other than as set forth above shall be invalid and providedof no force and effect. An individual holding or exercising an Option shall have none of the rights of a stockholder (for example, further, that the Optionee may not make payment in right to receive cash or dividend payments or distributions attributable to the subject shares of Stock that he acquired upon or to direct the earlier exercise voting of any incentive stock option, unless he has held the subject shares of Stock ) until the shares until at least two years after of Stock covered thereby are fully paid and issued to him. Except as provided in SECTION 10 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyissuance.
Appears in 3 contracts
Sources: Director Non Incentive Stock Option Agreement (Global Imaging Systems Inc), Incentive Stock Option Agreement (Global Imaging Systems Inc), Non Incentive Stock Option Agreement (Global Imaging Systems Inc)
Method of Exercise. Prior to its expiration (i) The Vested Portion of an Option shall be immediately exercised; provided, that if the Fair Market Value of a Share is less than the Option Price on the date the Option vests and becomes exercisable, the Vested Portion of the Option shall be cancelled by the Company without consideration. Payment of the aggregate Option Price shall be made by having Shares that would otherwise have been delivered to the extent Participant upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased withheld by the Company; provided, that, if such exercise is in connection with acceleration of vesting pursuant to a Distribution Event, then the Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that sixty (60) days following an IPO, the right Participant may elect to purchase shares of Stock has vested hereunderpay the aggregate Option Price (A) in cash, this or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be exercised imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by written notice to the CompanyCommittee or generally accepted accounting principles), substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option (C) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), Shares at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of payment, subject to such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of this the Option may be issued on and deliver promptly to the Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such a noncertificated basis if mutually agreed upon other method as approved by the Company and the Optionee and otherwise permissible under applicable law and the rules Committee. The Participant shall have rights to any dividends or other rights of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash a stockholder with respect to the shares contemplated Shares subject to an Option at such time as the Participant has paid in full for such notice; and providedShares or otherwise completed the exercise transaction as described in the preceding sentence and, furtherif applicable, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of has satisfied any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedother conditions imposed pursuant to this Agreement. If the Optionee aggregate Option Price is paid by the withholding of Shares, only whole Shares shall be issued, with partial Shares being rounded up to the nearest whole integer.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other person entitled laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to exercise this Optionbe required by such laws, rulings or regulations.
(iii) fails Upon the Company’s determination that an Option has been validly exercised as to pay for and accept delivery of all any of the shares specified Shares, the Company shall issue certificates in the Participant’s name for such notice upon tender of delivery thereofShares. However, his right the Company shall not be liable to exercise this Option with respect the Participant for damages relating to such shares not paid for may be terminated any reasonable delays in issuing the certificates to the Participant or any loss by the CompanyParticipant of the certificates.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (New Skies Satellites Holdings Ltd.), Nonqualified Stock Option Agreement (New Skies Satellites Holdings Ltd.)
Method of Exercise. Prior to its expiration and Subject to the extent that restrictions set forth in Section 3, the right to purchase shares of Stock has vested hereunder, this Option may shall be exercised from time to time by written notice to the Company, substantially Company by Optionee (or successor in the form attached hereto as Exhibit 2, stating event of death) and payment of the exercise price in the manner specified below. Such written notice shall state the number of shares with respect to which this such Option is being exercised exercised. The date on which both the written notice and accompanied by either (a) payment in full of the exercise price for are received is herein referred to as the number “Exercise Date”. Prior to the issuance of shares to be deliveredupon the exercise of the Option, by means of payment acceptable Optionee must make arrangements satisfactory to the Company in accordance with Section 5(c) to pay or provide for any applicable federal, state and local tax withholding obligations of the Plan, Company. Within five business days following the later of the Exercise Date or (b) a description the payment to the Company of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeany withholding taxes, the Company shall, without transfer or issue tax shall deliver to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices office of the Company Company, or such other place as shall be mutually acceptablethe Optionee may designate, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as shares. Notwithstanding the foregoing, the Company may elect; provided, however, that the time postpone delivery of such delivery may be postponed by the Company any certificate or certificates after notice of exercise for such reasonable period as may be required for it with reasonable diligence to comply with any applicable listing requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to any securities exchange or notice period for listing such shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of Nasdaq. In the event the Option shall be exercisable by any applicable stock exchangeperson or entity other than Optionee, the required notice under this Section shall be accompanied by appropriate proof of the right of such person or entity to exercise such Option. Payment The Option exercise price shall be payable in full on or before the option Exercise Date in any one of the following alternative forms:
a. a check or money order made payable to the Company in the amount of the exercise price may be made price; or
b. if expressly authorized in cash or cash equivalents orwriting by the Company’s Board of Directors (the “Board”), in accordance with its sole discretion, at the terms and conditions of Section 5(c) time of the PlanOption exercise, in whole or in part in the tender to the Company of shares of Common Stock of the Company’s common stock owned by Optionee having a fair market value not less than the exercise price; providedor
c. any other method such as cashless exercise that is expressly authorized in writing by the Board, howeverin its sole discretion, that at the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all time of the Option exercise. Only whole shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companypurchased.
Appears in 2 contracts
Sources: Stock Option Agreement (Global Clean Energy Holdings, Inc.), Stock Option Agreement (Global Clean Energy Holdings, Inc.)
Method of Exercise. Prior to its expiration and To exercise the Option in whole or in part, ------------------ the Optionee must deliver written notice of such exercise (a "Notice of Exercise") to the extent that President or Secretary of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by Bank. Such written notice to the Company, shall be substantially in the form attached hereto as Exhibit 2, stating A and shall specify the number of shares with respect to which this of Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares Stock to be delivered, by means purchased. A Notice of payment acceptable Exercise shall not be effective (and the Bank shall have no obligation to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax sell any Option Stock to the Optionee (or other person entitled pursuant to exercise such Notice) unless it satisfies the terms and conditions contained in the Plan and this Option), deliver, or cause to be delivered, Agreement and actually is received by the Bank prior to the Optionee (Expiration Date or other person entitled to exercise this Option), at the principal executive offices any earlier termination of the Company Option. Notwithstanding anything contained herein to the contrary, the Optionee may not exercise the Option to purchase less than one hundred (100) shares, unless the Committee otherwise approves or such other place as shall be mutually acceptableunless the partial exercise is for all remaining shares of Option Stock available under the Option. Following receipt from the Optionee of a valid and effective Notice of Exercise and full payment of the Exercise Price relating to a number of the shares of Option Stock being purchased, a stock certificate or certificates for such representing that number of shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may shall be postponed issued and delivered by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued Bank to the Optionee as soon as practicable; provided however that, if the Option is an ISO, then the Bank shall have the right and discretion to hold any shares purchased upon the exercise of this the Option may be issued in escrow for a period ending on the later of (i) two years from the Date of Grant of the Option, or (ii) one year after issuance of the stock upon exercise of the Option, for the sole purpose of informing the Bank of a disqualifying disposition within the meaning of Section 422 of the Internal Revenue Code of 1986. During any such a noncertificated basis if mutually agreed upon by the Company and escrow period, the Optionee and otherwise permissible under applicable law and the rules shall have all rights of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash a shareholder with respect to the shares contemplated in such notice; and providedOption Stock purchased, further, that including but not limited to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect vote, receive dividends on and to sell such shares not paid for may be terminated by the Companystock.
Appears in 2 contracts
Sources: Employee Stock Option Agreement (Mountainbank Financial Corp), Employee Stock Option Agreement (Mountainbank Financial Corp)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares The Option, or any part of Stock has vested hereunderit, this Option may shall be exercised from time to time by written notice directed to the President, Chief Financial Officer or Secretary of the Company at the Company’s principal office in Allegan, substantially Michigan, or by using some other notification permitted by the Company. Such notice must satisfy the following requirements and when applicable, in accordance with the form attached hereto as Exhibit 2requirements of Section 102:
(a) The notice must state the Grant Date, stating the number of shares of Common Stock subject to the Option, the number of shares of Common Stock with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeexercised, the Company shall, without transfer or issue tax to person in whose name the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares Common Stock is to be registered and the person’s address and tax identification number (or reacquired shares of its Stock as if more than one person, the Company may elect; providednames, however, that the time addresses and tax identification numbers of such persons).
(b) The notice shall be accompanied by check, bank draft, money order or other cash payment, or by delivery may be postponed by the Company of a certificate or certificates, properly endorsed, for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock that you have held for at least six months and that are equivalent in Fair Market Value on the date of exercise to the Option Price (or any combination of cash and shares), in full payment of the Company; providedOption Price for the number of shares specified in the notice.
(c) The notice must be signed by the person or persons entitled to exercise the Option and, howeverif the Option is being exercised by any person or persons other than you, that be accompanied by proof, satisfactory to the Compensation Committee or the full Board Committee, of Directors, as the case may be, reserves the right upon receipt of any written notice such person or persons to exercise the Option.
(d) The Company may implement procedures for the electronic exercise of this Option, in which case the vested portion of this Option shall be exercisable in accordance with such procedures. The exercise from the Optionee to require payment in cash may be with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in any one or more shares of Common Stock that he acquired upon covered by the earlier exercise of any incentive stock optionOption (to the extent vested), unless he has held reserving the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedremainder for a subsequent timely exercise. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept The Company shall make prompt delivery of all of such shares; provided that if any law or regulation requires the shares specified in such notice upon tender of delivery thereof, his right Company to exercise this Option take any action with respect to such shares not paid before the issuance thereof, then the date of delivery of such shares shall be extended for may be terminated by the Companyperiod necessary to take such action; and provided further that the Company shall have no obligation to deliver any such certificate unless and until appropriate provision has been made for any withholding taxes in respect of such exercise. At the time or times you wish to exercise the Option in whole or part, please refer to the above provisions dealing with the methods and formality of exercise of the Option and execute the proper Notice of Exercise of Stock Option and Record of Stock Transfer.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Perrigo Co), Nonqualified Stock Option Agreement (Perrigo Co)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may The NSO shall be exercised from time to time exercisable by a written notice which shall:
i. state the election to exercise the CompanyNSO, substantially in the form attached hereto as Exhibit 2, stating the number of shares with in respect to of which this Option it is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeexercised, the Company shall, without transfer or issue tax to person in whose name the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock is to be registered, her address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of the Company; provided, however, that the Compensation Committee or the full Board of Directors, such person);
ii. contain such representations and agreements as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option holder’s investment intent with respect to such shares not paid for of Common Stock, acquired by exercise of the NSO, as may be terminated satisfactory to the Company’s counsel;
iii. be signed by the person or persons entitled to the NSO and, if the NSO is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the NSO; and
iv. be in writing and delivered in person or by certified mail to the Board of Directors of the Company. Payment of the purchase price of any shares with respect to which the NSO is being exercised shall be by check, or may be by means of the surrender of shares of Common Stock previously held by Optionee, having a fair market value equal to the exercise price. The certificate or certificates for shares of Common Stock as to which the NSO shall be exercised shall be registered in the name of the person or persons exercising the NSO unless another person is specified pursuant to (b)(i) above. The NSO hereunder may not at any time be exercised for a fractional number of shares. The exercise of the NSO shall be in no event restricted by the fact that at the time of exercise some portion of a previously granted incentive stock option remains outstanding.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Cutter & Buck Inc), Non Qualified Stock Option Agreement (Cutter & Buck Inc)
Method of Exercise. Prior to its expiration and (a) Subject to the extent that provisions of the Warrants and this Agreement, the Holder of a Warrant may exercise such Holder’s right to purchase shares the Warrant Shares, in whole or in part, by: (x) in the case of Stock has vested hereunderpersons who hold Book-Entry Warrants, this Option may be exercised from time providing an exercise form for the election to time by written notice to the Company, exercise such Warrant (“Exercise Form”) substantially in the form attached hereto as of Exhibit 2B-1 hereto, stating properly completed and executed by the number of shares Registered Holder thereof, together with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price Exercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder’s broker) to its broker, properly completed and executed by the Beneficial Holder thereof, together with payment of the Exercise Price in accordance with Section 4.4(a).
(b) Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or bank cashier’s check payable to the order of the Company (or as otherwise agreed to by the Company), in lawful money of the United States of America, of the full Exercise Price for the number of shares Warrant Shares specified in the Exercise Form (which shall be equal to the Exercise Price multiplied by the number of Warrant Shares in respect of which any Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Warrants and the exchange of Warrants for Warrant Shares (the “Exercise Amount”).
(c) Any exercise of a Warrant pursuant to the terms of this Agreement and not in violation of the Exercise Limitations shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
(d) The Warrant Agent shall:
(i) examine all Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof;
(ii) where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be delivered, by means unfulfilled;
(iii) inform the Company of payment acceptable to and cooperate with and assist the Company in accordance with Section 5(cresolving any reconciliation problems between Exercise Forms received and the delivery of Warrants to the Warrant Agent’s account;
(iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company Exercise Form and the Optionee and otherwise permissible under applicable law and the rules number of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, Warrants exercised in accordance with the terms and conditions of Section 5(cthis Agreement, (B) the instructions with respect to delivery of the PlanWarrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and
(v) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements.
(e) The Company reserves the right to (i) reject any exercise which would violate the Exercise Limitations; and (ii) reasonably reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in whole or in part in shares of Common Stock the opinion of the Company; provided, howeverbe unlawful. Such determination by the Company shall be final and binding on the Holders of the Warrants, that absent manifest error. Moreover, the Compensation Committee or the full Board of Directors, as the case may be, Company reserves the absolute right upon receipt to waive any of the conditions to the exercise of Warrants or defects in Exercise Forms with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any written notice irregularities in any exercise of exercise from Warrants, nor shall it incur any liability for the Optionee failure to require payment in cash with respect to the shares contemplated in give such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Common Stock Warrant Agreement (Motricity Inc), Common Stock Warrant Agreement (Motricity Inc)
Method of Exercise. Prior to its expiration The Option shall be exercised by tender of payment of the Exercise Price and delivery to the extent that the right to purchase shares Company at its principal place of Stock has vested hereunderbusiness of a written notice, this Option may be exercised from time to time by written notice at least three business days prior to the Companyproposed date of exercise, substantially in which notice shall:
(a) state the form attached hereto as Exhibit 2election to exercise the Option, stating the number of shares Shares with respect to which this the Option is being exercised exercised, and accompanied by either (a) payment in full the name, address, and social security number of the exercise price for person in whose name the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out Shares is to be registered;
(b) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee; and
(c) be signed by the person entitled to exercise the Option, and if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Committee, of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time right of such delivery may be postponed by person or persons to exercise the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchangeOption. Payment of the exercise price Exercise Price may be made in cash or cash equivalents orby certified or official bank check. Payment may also be made by surrendering shares of the Company's common stock (including any Shares received upon a prior or simultaneous exercise of the Option) at the then fair market value of such Shares, in accordance with the terms and conditions as determined pursuant to Section 1(b) of Section 5(c) Article II of the Plan, in whole . Payment may also be made by combining cash or in part in check and shares of Common Stock such stock. After receipt of such notice in a form satisfactory to the Company; Committee and the acceptance of payment, the Company shall deliver to the Optionee a certificate or certificates representing the Shares purchased hereunder, provided, however, that if any law or regulation requires the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of Company to take any written notice of exercise from the Optionee to require payment in cash action with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares Shares specified in such notice upon tender before the issuance thereof, the date of delivery thereof, his right of such Shares shall be extended for the period necessary to exercise this Option with respect to take such shares not paid for may be terminated by the Companyaction.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Bingham Arthur F), Nonqualified Stock Option Agreement (Wellington Hall LTD)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of Exercise Price. The payment acceptable to the Company in accordance with Section 5(c) of the PlanExercise Price may be made in cash, or its equivalent, or (bx) a description by exchanging Shares owned by the Participant (which are not the subject of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (any pledge or other person entitled to exercise this Option), deliver, security interest and which have been owned by the Participant for at least 6 months) or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), y) at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, any time that the time Shares are publicly traded on a nationally recognized stock exchange, through delivery of such delivery may be postponed irrevocable instructions to a broker (as selected or approved by the Company for such period as may be required for it with reasonable diligence Committee) to comply with any applicable requirements of law. If and to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of this the Option may be issued on such a noncertificated basis if mutually agreed upon by and to deliver promptly to the Company an amount equal to the aggregate exercise price, or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Optionee and otherwise permissible under applicable law and the rules Fair Market Value of any applicable stock exchange. Payment such Shares so tendered to the Company as of the date of such tender is at least equal to such aggregate exercise price may price.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option shall be made in cash or cash equivalents or, exercised in accordance with the terms and conditions of Section 5(c) any registration or qualification of the PlanOption or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in whole its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Opnext Inc), Nonqualified Stock Option Agreement (Opnext Inc)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, substantially in at the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full election of the exercise price Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the number of shares to be delivered, by means of payment acceptable Shares being purchased to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and satisfying such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period requirements as may be required imposed by the Committee; (C) partly in cash and partly in Shares; or (D) if there is a public market for it with reasonable diligence the Shares at such time, subject to comply with any applicable requirements such rules as may be established by the Committee, through delivery of law. If and irrevocable instructions to a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares or register the Participant’s ownership of such Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any written notice Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise from over the Optionee exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to require payment Shares that is established in cash this Section 4(b)(v) shall terminate with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of any incentive stock option, unless he has held such Options) on the shares until at least two years after first anniversary of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all termination of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option Participant’s Employment with respect to such shares not paid for may be terminated by the CompanyCompany or its Affiliates.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Time Warner Inc.), Non Qualified Stock Option Agreement (Time Warner Inc.)
Method of Exercise. Prior to its expiration and (a) Subject to the extent that provisions of this Warrant, the right to purchase shares Warrant Holder may exercise its rights under this Warrant in respect of Stock has vested hereunderthe Interests, at any time through the term of this Option may be exercised from time to time Warrant by giving written notice of exercise to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and . Such notice shall be accompanied by either (a) payment in full of the exercise price Exercise Price for the number of shares to be delivered, Interests by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, certified or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company bank check or such other place as shall be mutually acceptable, a stock certificate instrument or certificates for such shares out method of theretofore authorized but unissued shares or reacquired shares of its Stock payment as the Company may elect; providedaccept.
(b) No Interests shall be issued until full payment therefor has been made. The Warrant Holder shall have all of the rights of an equityholder of the Company (including the right to vote the equity interests, howeverif applicable, and the right to receive dividends and distributions) only when the Warrant Holder has given written notice of exercise, has paid in full for such Interests and signed a joinder agreement related to the Company’s LLC Agreement and, if requested, (i) the Warrant Holder has represented to and agreed with the Company in writing that the Warrant Holder is acquiring the Interests without a view to the distribution thereof and (ii) the Warrant Holder has made any such other representations and warranties that the Company may deem appropriate.
(c) Notwithstanding anything in this Warrant to the contrary, the Company may delay the issuance of Interests covered by this Warrant and the delivery of a certificate (if certificated) for such Interests until one of the following conditions is satisfied: (i) the Interests purchased are at the time of such delivery may be postponed by issuance effectively registered or qualified under applicable federal and state securities laws or (ii) the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares Interests to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company are exempt from registration and the Optionee and otherwise permissible qualification under applicable law federal and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companystate securities laws.
Appears in 2 contracts
Sources: Warrant Agreement (Kadmon Holdings, LLC), Warrant Agreement (Kadmon Holdings, LLC)
Method of Exercise. Prior to its expiration When exercisable under Paragraphs 1, 2 and to 3, the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice notice, pursuant to Paragraph 10, to the Committee specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then-current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act") and current registrations under all applicable state securities laws, containing the Optionee's acknowledgement, in form and substance satisfactory to the Company, substantially in that the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either Optionee (a) payment is purchasing such Option Shares for investment and not for distribution or resale (other than a distribution or resale which, in full the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the exercise price for the number of shares to be deliveredAct), by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description has been advised and understands that (i) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of a “cashless exercise” procedure Rule 144 under the Act and such other documents are subject to restrictions on transfer and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, (ii) the Company shall, without transfer is under no obligation to register the Option Shares under the Act or issue tax to take any action which would make available to the Optionee any exemption from such registration, and (or other person entitled c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased. Such exercise shall be effective upon the actual receipt by the Committee of such written notice and payment. For these purposes, the Optionee shall be deemed to have made the payment required for exercise this Option), deliver, or cause of the Option at such time as it is determined that satisfactory arrangements have been made to ensure payment of all amounts as are required to be delivered, to the paid by Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it in connection with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Non Qualified Stock Option Grant (Toll Brothers Inc), Non Qualified Stock Option Grant (Toll Brothers Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form as attached hereto as Annex A or such other form, as may be required from time to time by written notice to the Company. Participant may obtain such form(s) by contacting the General Counsel at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Home Corporation, substantially in ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
(b) No Option Shares shall be delivered pursuant to any exercise of the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) until payment in full of the exercise price for the number of shares to be delivered, Exercise Price therefor is received by means of payment acceptable to the Company in accordance with Section 5(c) of this Agreement and Participant has paid to the PlanCompany an amount equal to any federal, or state, local and non-U.S. income and employment taxes required to be withheld.
(bc) a description Subject to applicable law, the Exercise Price and applicable tax withholding shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such shares to the Company); provided, that such Shares are not subject to any pledge or other security interest; (ii) in other property having a fair market value on the date of exercise equal to the Exercise Price and the applicable minimum required statutory withholding liability; (iii) if there is a public market for the Shares at such time, by means of a broker-assisted “cashless exercise” procedure and such other documents and undertakings as are necessary pursuant to satisfy that procedure. As soon as practicable after its receipt of such notice, which the Company shall, without transfer or issue tax to the Optionee is delivered (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and including telephonically to the extent that permitted by the Company also provides Committee) a copy of irrevocable instructions to its shareholders generally a means stockbroker to hold title to shares on a noncertificated basis, then any shares to be issued to sell the Optionee Shares otherwise deliverable upon the exercise of this the Option may be issued on such a noncertificated basis if mutually agreed upon by and to deliver promptly to the Company an amount equal to the Exercise Price and the Optionee and applicable minimum required statutory withholding liability; (iv) by means of a “net exercise” procedure effected by withholding the minimum number of Shares otherwise permissible under applicable law and the rules deliverable in respect of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, an Option that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails are needed to pay for the Exercise Price and accept delivery of all the applicable minimum statutory withholding liability or (iv) by such other method as the Committee may permit in its sole discretion. Notwithstanding the foregoing, if, on the last day of the shares specified Option Period, the Fair Market Value exceeds the Exercise Price, Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by Participant on such last day by means of a net exercise and the Company shall deliver to Participant the number of Shares for which the Option was deemed exercised less such number of Shares required to be withheld to cover the payment of the Exercise Price and all applicable required withholding taxes. Any fractional Share shall be settled in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companycash.
Appears in 2 contracts
Sources: Nonqualified Option Award Agreement (Taylor Morrison Home Corp), Option Agreement (Taylor Morrison Home Corp)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares This Option shall be exercisable by delivery of Stock has vested hereunder, this Option may be exercised from time to time by written an exercise notice to the Company, substantially in the form attached hereto as Exhibit 2A (the “Exercise Notice”) which shall state the election to exercise the Option, stating the number of shares Shares with respect to which this the Option is being exercised exercised, and accompanied such other representations and agreements as may be required by either (a) payment in full of the Company. No Shares shall be issued pursuant to the exercise price of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the number of shares to Shares shall be delivered, by means of payment acceptable considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. The Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with Section 5(cthis Option Agreement) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to from the Optionee (or other person entitled to exercise this the Option), deliverand (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) any other documents required by this Option Agreement or the Exercise Notice. Full payment may consist of any consideration and method of payment permitted by this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be delivered, issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the Optionee (or other person entitled to exercise this Option)date the Shares are issued, at the principal executive offices of the Company or such other place except as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made provided in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c10(c) of the Plan, in whole or in part in shares . Exercise of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid in any manner shall result in a decrease in the number of Shares thereafter available for may be terminated sale under the Option, by the Companynumber of Shares as to which the Option is exercised.
Appears in 2 contracts
Sources: Stock Option Agreement (Gametech International Inc), Stock Option Agreement (Global Telecom & Technology, Inc.)
Method of Exercise. Prior to its expiration and to To the extent that the right to purchase shares of Stock has vested Option is exercisable hereunder, this Option it may be exercised from time in full or in part by the Grantee or, in the event of the Grantee's death, by the person or persons to time whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise and full payment of the purchase price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) Secretary of the Plan, or (b) a description of a “cashless exercise” procedure Company and such other documents and undertakings as are necessary to satisfy that procedureany applicable withholding taxes. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other The written notice shall be signed by each person entitled to exercise this Option), deliver, or cause the Option and shall specify the address and social security number of each person. If any person other than the Grantee purports to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices all or any portion of the Company Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of the Company, of that entitlement. The written notice shall be accompanied by full payment made by any one or more of the following means: (a) cash, personal check or electronic funds, transfer; (b) shares of Stock with a Fair Market Value on the effective date of such exercise equal to the Exercise Price and owned by the Grantee for at least six (6) months (or such other place longer period as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed is determined by the Company for such period as may be required for it with reasonable diligence by applicable accounting standards to comply with any applicable requirements of law. If and avoid a charge to the extent Company's earnings) or shares of Stock that were purchased on the Company also provides open market; or (c) pursuant to its shareholders generally a means to hold title to shares procedures previously approved by the Company, through the sale of the Shares acquired on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such a noncertificated basis Shares, together with, if mutually agreed upon requested by the Company and Company, the Optionee and otherwise permissible under applicable law and the rules amount of any applicable stock exchangefederal, state, local or foreign withholding taxes payable by reason of such exercise. Payment of the exercise price may also be made in cash or cash equivalents orsuch other manner as may be permitted by the Plan at the time of exercise, subject to approval by the Committee. The written notice will be effective and the Option shall be deemed exercised to the extent specified in accordance the notice on the date that the written notice (together with required accompaniments) is received by the terms and conditions of Section 5(c) Secretary of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until Company at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyits then executive offices during regular business hours.
Appears in 2 contracts
Sources: Non Qualified Stock Option Award Agreement (American Italian Pasta Co), Non Qualified Stock Option Award Agreement (American Italian Pasta Co)
Method of Exercise. Prior to its expiration The Option shall be exercised by tender of payment of the Exercise Price and delivery to the extent that the right to purchase shares Company at its principal place of Stock has vested hereunderbusiness of a written notice, this Option may be exercised from time to time by written notice at least three business days prior to the Companyproposed date of exercise, substantially in which notice shall:
(a) state the form attached hereto as Exhibit 2election to exercise the Option, stating the number of shares Shares with respect to which this the Option is being exercised exercised, and accompanied by either (a) payment in full the name, address, and social security number of the exercise price for person in whose name the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out Shares is to be registered;
(b) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee pursuant to paragraph 7; and
(c) be signed by the person entitled to exercise the Option, and if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Committee, of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time right of such delivery may be postponed by person or persons to exercise the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchangeOption. Payment of the exercise price Exercise Price may be made in cash or cash equivalents orby certified or official bank check. Payment may also be made by surrendering shares of the Company's Common Stock (including any Shares received upon a prior or simultaneous exercise of the Option) at the then fair market value of such Shares, in accordance with the terms and conditions as determined pursuant to Section 1(b) of Section 5(c) Article II of the Plan, in whole . Payment may also be made by combining cash or in part in check and shares of Common Stock such stock. After receipt of such notice in a form satisfactory to the Company; Committee and the acceptance of payment, the Company shall deliver to the Optionee a certificate or certificates representing the Shares purchased hereunder, provided, however, that if any law or regulation requires the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of Company to take any written notice of exercise from the Optionee to require payment in cash action with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares Shares specified in such notice upon tender before the issuance thereof, the date of delivery thereof, his right of such Shares shall be extended for the period necessary to exercise this Option with respect to take such shares not paid for may be terminated by the Companyaction.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Wellington Hall LTD), Incentive Stock Option Agreement (Bingham Arthur F)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may This option shall be exercised from time to time exercisable by written notice signed by you and delivered to the Company at its principal executive offices, attention of the Chairman of the Board of the Company, substantially in signifying your election to exercise the form attached hereto as Exhibit 2option, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the purchase price of the shares being purchased. Payment may be made in cash; a certified check to the order of the Company; delivery to the Company of shares of Common Stock having a fair market value equal to the purchase price; irrevocable instructions to a broker to sell shares of Common Stock to be issued upon exercise of the option and to deliver to the Company the amount of sales proceeds necessary to pay such purchase price for and to deliver to the Company the amount of sales proceeds necessary to pay such purchase price and to deliver the remaining cash proceeds, less commissions and brokerage fees, to the optionee; any combination of such methods of payment; or such other means as determined by the Board of Directors (or Committee, as defined in the Plan), in its sole discretion on the date of exercise, to be consistent with the purpose of the Plan. The notice must state the number of shares of Common Stock as to be deliveredwhich your option is being exercised and must contain, unless indicated to the contrary by means of payment the Company, a representation and acknowledgment by you (in a form acceptable to the Company in accordance with Section 5(cCompany) of the Planthat, or (b) a description of a “cashless exercise” procedure and such among other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If things and to the extent required, such shares are being acquired by you for investment and not with a view to their distribution or resale, that the shares are not registered under the Securities Act of 1933, as amended (the "Act"), that the Company also provides is not obligated to its shareholders generally a means to hold title to register the shares, that the shares on a noncertificated basis, then any shares may have to be issued held indefinitely unless registered for resale under the Act or an exemption from the registration requirements is available and that the Company may place a legend on the certificate evidencing the shares reflecting the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Act or unless counsel to the Optionee upon Company is satisfied that the circumstances of the proposed transfer do not require such registration. If notice of the exercise of this Option may be issued on such option is given by a noncertificated basis if mutually agreed upon by person or persons other than you, the Company and may require, as a condition to the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment exercise of the exercise price may be made in cash or cash equivalents oroption, in accordance with the terms and conditions submission to the Company of Section 5(c) appropriate proof of the Plan, in whole right of such person or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled persons to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyoption.
Appears in 2 contracts
Sources: Employment Agreement (Biolife Solutions Inc), Employment Agreement (Biolife Solutions Inc)
Method of Exercise. Prior to its expiration and to To exercise the extent that the right to purchase shares of Stock has vested hereunderOption, this Option may be exercised from time to time by Employee must (a) give written notice to the Vice President, Corporate Benefits of the Company, substantially in the form attached hereto as Exhibit 2which notice shall specifically refer to this Agreement, stating state the number of shares with respect Shares as to which this the Option is being exercised exercised, the name in which he or she wishes the Shares to be issued, and accompanied be signed by either Employee, and (ab) payment pay in full to the Company the Exercise Price of the exercise price Option for the number of shares Shares being purchased either (i) in cash (including by check), payable in United States dollars, (ii), by delivery of Shares already owned by Employee (which Shares must have been held for at least six months if they were acquired under a Company plan and are not considered to be delivered"mature" shares for accounting purposes) having a fair market value, by means of payment acceptable to the Company in accordance with Section 5(c) determined as of the Plandate the Option is exercised, equal to all or the part of the aggregate Exercise Price being paid in this way, or (biii) a description in any other manner then permitted by the Committee. Once Employee gives notice of a “cashless exercise” procedure and , such other documents and undertakings as are necessary to satisfy that procedurenotice may not be revoked. As soon as practicable after its receipt of such noticeWhen Employee exercises the Option, or part thereof, the Company shall, without will transfer or issue tax to the Optionee Shares (or other person entitled make a non-certificated credit) to exercise this Option), deliver, Employee's brokerage account at a designated securities brokerage firm or cause otherwise deliver Shares to be delivered, to the Optionee (Employee. No Employee or other person entitled to exercise this Option), Beneficiary shall have at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the any time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash rights with respect to Shares covered by this Agreement prior to the shares contemplated in such notice; valid exercise and providedfull payment for the Shares as specified herein, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (no adjustment shall be made for dividends or other person entitled to exercise this Option) fails to pay rights for and accept delivery of all of which the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect record date is prior to such shares not paid for may be terminated by the Companyvalid exercise and payment.
Appears in 2 contracts
Sources: Employee Stock Option Agreement (Horace Mann Educators Corp /De/), Stock Option Agreement (Horace Mann Educators Corp /De/)
Method of Exercise. Prior (i) Subject to its expiration and Section 5(a), the Vested Portion may be exercised by delivering to the extent that the right Company at its principal office written notice of intent to purchase shares of Stock has vested hereunder, this so exercise. The Option may be exercised from time to time by written notice to the Companyin whole or in part, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedurewhole Shares only. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares purchased upon the exercise of this the Option may shall be issued on such a noncertificated basis if mutually agreed upon by paid for in full at the Company and the Optionee and otherwise permissible under applicable law and the rules time of any applicable stock exchangepurchase. Payment of the exercise price may Such payments shall be made (i) in cash or cash equivalents or(including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) by withholding Shares otherwise issuable in connection with the exercise of the Option, or (v) by a combination of any of the foregoing, in accordance with procedures to be established by the terms and conditions of Section 5(c) Committee. Shares used as payment of the PlanExercise Price shall be valued at their Fair Market Value determined on the date of exercise, or if such date is not a business day, as of the close of the business day immediately preceding such date.
(ii) Notwithstanding any other provision of this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in whole its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue to the Participant such Shares within ten (10) days following such determination. Such Shares may be delivered to the Participant either by book-entry registration or in part the form of a certificate or certificates, registered in shares of Common Stock the Participant’s name or in the names of the Company; providedParticipant’s legal representatives, howeverbeneficiaries or heirs, as applicable. In its sole discretion, the Committee may provide that the Compensation Committee Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities. The Participant shall have no further rights with regard to the exercised portion of the Option once the underlying Shares have been delivered to the Participant.
(iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 5(a). If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all Any of the shares specified in such notice upon tender of delivery thereof, his right Participant’s heirs or legatees shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Tiptree Inc.), Non Qualified Stock Option Agreement (Tiptree Inc.)
Method of Exercise. Prior to its expiration and Subject to the extent that limitations of the Plan and this Agreement, the Participant may, at any time during the Option Period described in Section 2 hereof, exercise his or her right to purchase shares all or any part of Stock has vested hereunderthe Shares to which the Option relates; PROVIDED, this Option HOWEVER, that the minimum number of Shares which may be exercised from purchased at any time shall be 100, or, if less, the total number of Shares relating to time by the Option which remain unpurchased. The Participant shall exercise the Option to purchase Shares by:
(a) giving written notice to the CompanyCommittee, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or Appendix B; and
(b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax delivering to the Optionee (or other person entitled to exercise this Option), deliver, or cause Committee full payment of the Exercise Price per Share for the Shares to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices purchased in one of the Company methods described below. The date of exercise shall be the earliest date practicable following the date the requirements of this Section 5 have been satisfied. Payment shall be made in full in cash (by certified or bank check, or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock instrument as the Company may elect; providedaccept, howevermade payable to the order of Warwick Community Bancorp, that Inc.) or by one or more of the time following: (i) in the form of such delivery may be postponed Shares already owned by the Participant, duly endorsed for transfer and with all necessary stock transfer tax stamps attached, having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; (ii) by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company for such period as may be required for it with reasonable diligence the amount of sale or loan proceeds to comply with pay the purchase price; or (iii) by any applicable requirements combination of law(i) and (ii). If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, qualifies as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any an incentive stock option, unless he has held the shares Participant shall not, without the prior written approval of the Committee, dispose of the Shares acquired pursuant to the exercise of the Option until at least two years after the later of (i) the second anniversary of the date on which the incentive stock option was granted and at least one year after granted, or (ii) the first anniversary of the date on which the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyShares were acquired.
Appears in 2 contracts
Sources: Stock Option Agreement (Warwick Community Bancorp Inc), Stock Option Agreement (Warwick Community Bancorp Inc)
Method of Exercise. Prior to This Option shall be exercisable, in whole or in part (but not for fractional shares), during its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time term by written notice delivered to the CompanyCompany at the address specified in Section 11 hereof, substantially in which notice shall state the form attached hereto as Exhibit 2, stating Optionee's election to exercise this Option and the number of shares with full Shares in respect to which this Option is being exercised and exercised. The written exercise notice shall be accompanied by either (a) payment in full of the exercise price for Exercise Price multiplied by the number of shares Shares for which this Option is being exercised. Payment of the Exercise Price shall be in lawful money of the United States of America, in the form of a check, subject to be deliveredcollection, by means or such consideration and method of payment acceptable to as may be authorized by the Company in accordance with Section 5(c) Board of Trustees of the PlanCompany. If this Option should be exercised in part only, or (b) a description of a “cashless exercise” procedure the lower priced Shares shall be deemed to have been purchased first and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to upon surrender of this Option, execute and deliver a new Option evidencing the rights of the Optionee (or other person entitled thereof to exercise purchase the balance of the Shares purchasable hereunder. Upon receipt by the Company of this Option), delivertogether with proper payment of the purchase price, or cause the Optionee shall be deemed to be deliveredthe holder of record of the Shares, to notwithstanding that the Optionee (or other person entitled to exercise this Option), at the principal executive offices share transfer books of the Company shall then be closed or that certificates representing such other place as Shares shall not then be mutually acceptable, a stock actually delivered to the Optionee. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Shares. The certificate or certificates for such shares out the Shares as to which this Option shall be exercised shall be registered in the name of theretofore authorized but unissued shares or reacquired shares of its Stock the Optionee and shall be legended as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence reasonably require to comply with any applicable requirements of law. If federal and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companystate securities laws.
Appears in 2 contracts
Sources: Option Agreement (Brandywine Realty Trust), Option Agreement (Brandywine Realty Trust)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of Option Price. The payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price Price may be made at the election of the Participant (i) in cash or cash equivalents or(including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), (iii) by withholding Shares otherwise issuable in accordance connection with the terms and conditions of Section 5(c) exercise of the PlanOption, or (iv) any combination of the foregoing. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in whole full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.
(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such Shares, not later than ten (10) business days following such determination. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant's death, howeverthe Vested Portion of the Option shall remain exercisable by the Participant's executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Telanetix,Inc), Nonqualified Stock Option Agreement (Telanetix,Inc)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by written notice to the Company, substantially Committee or generally accepted accounting principles); (C) partly in cash and partly in Shares; provided that such Shares have been held by the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either Participant for no less than six (a6) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or months (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place period as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the established from time of such delivery may be postponed to time by the Company Committee or generally accepted accounting principles); or (D) if there is a public market for the Shares at such period time, subject to such rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of any written notice this Agreement. Any heir or legatee of exercise from the Optionee Participant shall take rights herein granted subject to require payment the terms and conditions hereof.
(v) At the discretion of the Board or the Committee, in cash accordance with procedures established by the Board or the Committee (including with respect to compliance with Section 409A of the shares contemplated in such notice; and providedCode), further, that the Optionee Participant may not make payment in shares be permitted to defer the delivery of Stock that he acquired Shares otherwise deliverable upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Method of Exercise. Prior (a) In order to exercise this Option, in whole or in part, the Optionee shall deliver to the Company at its expiration principal place of business, or at such other offices as shall be designated by the Company (i) a written notice of such Optionee's election to exercise this Option, which notice shall specify the number of Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a check payable to the order of the Company, (B) if, and to the extent extent, authorized by the Committee (which, without limitation, may grant or withhold such approval in its sole discretion), notice that the right to purchase shares Exercise Price is satisfied by reduction of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of Shares to be received by Optionee upon exercise of this Option, with the amount of such reduction specified in such notice, (C) if, and to the extent, authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with shares of Common Stock, or (D) a combination of the above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing the Shares to be transferred, provided that if any law or regulation requires the Company to take any action with respect to which this Option the Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be extended for the period necessary to take such action; and provided further, and without limitation, Shares will not be issued unless and until each matter described in Section 9.5 is being exercised and accompanied by either satisfied.
(ab) payment in full of Upon the exercise price for of an Option, and before the number transfer of shares Shares, the Optionee shall be required to be delivered, by means of payment acceptable pay to the Company in accordance cash or, to the extent authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with Section 5(cShares in the manner described in subsections (a)(B) or (a)(C) of this Section, the Planamount which the Company reasonably determines to be necessary in order for the Company to comply with applicable federal and state tax withholding requirements, and the collection of employment taxes.
(c) For all purposes relating to the surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticethis Section, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices fair market value of the Company shares of Common Stock delivered or such other place as surrendered shall be mutually acceptabledetermined as of the business day next preceding the date of their surrender or delivery, a stock certificate or certificates for and shall mean the price at which such shares out would exchange hands between a willing buyer and willing seller, neither of theretofore authorized but unissued shares whom are under compulsion to buy or reacquired shares of its Stock sell, as reasonably determined by the Company may electCommittee; provided, however, that so long as such shares are listed on a national stock exchange or quoted on the time National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basissuch exchange or on NASDAQ on such next business day, then any or, if no such shares to be issued to were traded on such business day, the Optionee upon closing sale price (or, if no closing sale price is quoted, the exercise of mean between the closing bid and sale price) on the next preceding business day on which such shares were traded.
(d) Without limitation, this Option may not be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, exercised in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated Plan is approved by the CompanyShareholders as required under Section 11.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc)
Method of Exercise. Prior to its expiration and The Option may be exercised to the extent that shares have become exercisable hereunder by delivery to the right Company on any business day, at its principal office addressed to purchase shares the attention of Stock has vested hereunderthe Committee, this Option may be exercised from time to time by of written notice to the Companyof exercise, substantially in the form attached hereto as Exhibit 2, stating which notice shall specify the number of shares with respect to for which this the Option is being exercised exercised, and shall be accompanied by either (a) payment in full of the exercise price Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the number shares of Stock purchased pursuant to the exercise of the Option shall be made (i) in cash or by certified check payable to the order of the Company; (ii) through the tender to the Company of shares of Stock, which, if acquired from the Company, have been held for six months and which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) by a combination of the methods described in Sections 4.5(i) and (ii) hereof. If the Stock is publicly traded, payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered, by means of payment delivered to a licensed broker acceptable to the Company in accordance with Section 5(c) of as the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, agent for the Company shall, without transfer or issue tax to individual exercising the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option)Option and, at the principal executive offices of the Company or time such other place as shall be mutually acceptable, a stock Stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as are delivered, the broker tenders to the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash (or cash equivalents oracceptable to the Company) equal to the Option Price plus the amount (if any) of federal and/or other taxes which the Company may, in accordance with the terms and conditions of Section 5(c) of the Planits judgment, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee be required to require payment in cash withhold with respect to the shares contemplated in such notice; exercise of the Option. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and provided, further, that of no force and effect. Promptly after the Optionee may not make exercise of an Option and the payment in full of the Option Price of the shares of Stock that he acquired upon covered thereby, the earlier exercise Optionee shall be entitled to the issuance of any incentive stock option, unless he has held a Stock certificate or certificates evidencing such individual’s ownership of such shares. An individual holding or exercising the Option shall have none of the rights of a stockholder until the shares until at least two years after of Stock covered thereby are fully paid and issued to such individual and, except as provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyissuance.
Appears in 2 contracts
Sources: Stock Option Agreement (WSB Holdings Inc), Stock Option Agreement (WSB Holdings Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares This Option is exercisable by delivery of Stock has vested hereunderan exercise notice, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2A (the "Exercise Notice"), stating which shall state the election to exercise the Option, the number of shares with Optioned Shares in respect to of which this the Option is being exercised (the "Exercised Shares"), and accompanied such other representations and agreements as may be required by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable Company pursuant to the Company in accordance with Section 5(c) provisions of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time no fewer than 10 shares of such delivery Common Shares may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with purchased upon any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on unless the number of shares purchased at such a noncertificated basis if mutually agreed upon by time is the Company and total number of shares in respect of which the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents orOption is then exercisable, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that in no event shall the Optionee may not make Option be exercisable for a fractional share. The Exercise Notice shall be signed by the Non-Employee Director and shall be delivered in person or by a recognized overnight delivery service to the Secretary of the Company at c/o Cronos Capital Corp., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as the Company shall designate in a written notice to the Non-Employee Director. The Exercise Notice shall be accompanied by payment in shares of Stock that he acquired upon the earlier aggregate Exercise Price as to all Exercised Shares. The date of exercise of this Option shall be the later of (i) the date on which the Company receives such written notice, or (ii) the date on which the conditions provided in Sections 8(d) and 8(e) of the Plan are satisfied. No Exercised Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any incentive stock optionexchange or market upon or in which the Exercised Shares are then listed and traded. Assuming such compliance, unless he has held for income tax purposes the shares until at least two years after Exercised Shares shall be considered transferred to the Non-Employee Director on the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyExercised Shares.
Appears in 2 contracts
Sources: Stock Option Agreement (Cronos Group), Stock Option Agreement (Cronos Group)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, substantially in at the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full election of the exercise price Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the number of shares to be delivered, by means of payment acceptable Shares being purchased to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and satisfying such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period requirements as may be required imposed by the Committee; (C) partly in cash and partly in Shares; or (D) if there is a public market for it with reasonable diligence the Shares at such time, subject to comply with any applicable requirements such rules as may be established by the Committee, through delivery of law. If and irrevocable instructions to a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares or register the Participant’s ownership of such Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any written notice Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise from over the Optionee exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to require payment Shares that is established in cash this Section 4(b)(v) shall terminate with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of any incentive stock option, unless he has held such Options) on the shares until at least two years after first anniversary of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all termination of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option Participant’s Employment with respect to such shares not paid for may be terminated by the CompanyCompany or its Affiliates.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Time Warner Inc.), Non Qualified Stock Option Agreement (Time Warner Inc.)
Method of Exercise. Prior to its expiration and to (a) To the extent that the right to purchase shares of Stock Option has vested become exercisable hereunder, this the Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares Shares with respect to which this the Option is being exercised and accompanied by either (a) exercised, together with payment in full of the exercise purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier's check payable to the number order of shares to be deliveredthe Company, by means of payment (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee's sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) of the Planapplicable federal and state statutes, or (b) a description of a “cashless exercise” procedure rules and such other documents and undertakings as are necessary to satisfy that procedureregulations. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Option), deliver, or cause to be delivered, deliver to the Optionee (or such other person entitled to exercise this Option)person, at the principal executive offices office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for the Shares being purchased.
(b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share (as defined below) on the date of the Optionee's notice of exercise.
(c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares out less the exercise price per share of theretofore authorized but unissued shares such option(s). The Company and the Optionee or reacquired other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.
(d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of Common Stock already owned or underlying vested stock options is rejected by the Committee or is otherwise not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.
(e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its Stock as sole discretion, the Optionee's notice of exercise may be delivered to the Company by such broker-dealer and the Company may elect; provideddeliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.
(f) For purposes hereof, howeverthe "Fair Market Value Per Share" of the Company's Common Stock shall mean, that if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on such date or, if not available, the mean between the bona fide bid and asked prices of the Common Stock on such date. In any situation not covered above, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive, which determination shall be final, binding and conclusive.
(g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of such exercise of the Option or the delivery may be postponed by of the Company Shares for such period as may be required for it the Company with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of lawany national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. If and to In addition, in connection with any exercise of the extent that Option, the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to Committee may require the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails the Option to pay for and accept delivery agree not to dispose of all any of the shares Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in such notice upon tender its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of delivery thereofany applicable federal or state securities law, his right to exercise this rule or regulation.
(h) The Option with respect to such shares not paid for may be terminated by exercised for less than the Companytotal number of Shares for which the Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, except in the final year of the term of the Option, and shall not, in any event, include any fractional Shares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Ameristar Casinos Inc), Non Qualified Stock Option Agreement (Ameristar Casinos Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this (a) The Option may be exercised from time to time and Shares may be purchased by the Optionee’s delivery of written notice to the Company, substantially Company in the form attached hereto to this Agreement as Exhibit 2A (each, stating the number of shares with respect to which this Option is being exercised and an “Exercise Notice”). Each Exercise Notice must be accompanied by either (ai) payment in full of the exercise full purchase price for of the number of shares Shares to be deliveredpurchased, by means in such form or combination of payment acceptable forms as described in this Section 9, and, if applicable, (ii) proof of the right to exercise the Option and purchase Shares if the exercise and purchase are pursuant to the Company terms described in accordance with Section 5(cSections 6(a) of the Plan, or and (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. this Agreement.
(b) As soon as practicable after the Administrator has concluded, in his, her or its receipt of such noticesole and absolute discretion that the Optionee has fully satisfied the conditions described in Section 9(a) (and if applicable Section 12), the Company shallwill cause the number of such Shares so exercised under the Option to be issued and will deliver certificates representing the number of such Shares, without transfer registered in the name of the Optionee or issue tax other such person designated by the Optionee’s Beneficiary if the Option was exercised in accordance with Section 6(b).
(c) When exercising the Option and purchasing Shares, the Optionee may make payment in one of the following ways: (i) in cash, or by check payable to the Optionee Company; (or other person entitled to exercise this Option)ii) if so authorized by the Administrator, deliver, or cause to be delivered, to by a promissory note made by the Optionee (or other person entitled to exercise this Option), at the principal executive offices in favor of the Company which is (A) upon such terms and conditions determined by the Administrator, (B) bearing interest at a rate sufficient to avoid imputed interest under the Code, and (C) secured by the Shares so exercised and purchased in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired (ii) by shares of its Common Stock as already owned by the Company may electOptionee; provided, however, that the time Administrator in his, her, or its absolute discretion may limit the Optionee’s ability to exercise the Option by delivering shares of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with Common Stock, and any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock so delivered which were initially acquired upon exercise of the Company; provided, however, that Option or another stock option agreement with the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from Company must have been owned by the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after six months as of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companydelivery.
Appears in 2 contracts
Sources: Nonstatutory Option Agreement (Nature Vision, Inc.), Incentive Stock Option Agreement (Nature Vision, Inc.)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares This Option shall be exercisable by delivery of Stock has vested hereunder, this Option may be exercised from time to time by written an exercise notice to the Company, substantially in the form attached hereto as Exhibit 2A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, stating which shall state the election to exercise the Option, the number of shares Shares with respect to which this the Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered“Exercised Shares”), by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents representations and undertakings agreements as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, may be required by the Company shall, without transfer or issue tax and/or the Subsidiary pursuant to the Optionee provisions of the Plan (or other person entitled to exercise this Optionincluding Appendix B), deliver, or cause to be delivered, to . Until the Optionee issuance of the Shares (or other person entitled to exercise this Option), at as evidenced by the principal executive offices appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance of the Shares, except as provided in Appendix B of the Plan. The Exercise Notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Subsidiary or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock person as the Company may elect; provided, however, that designate. The Exercise Notice shall be accompanied by payment of the time aggregate Exercise Price as to all Exercised Shares and all applicable tax withholdings. This Option shall be deemed to be exercised upon receipt by the Subsidiary of such delivery may be postponed fully executed Exercise Notice accompanied by the Company for such period as may aggregate Exercise Price and payment of all applicable tax withholdings. No Shares shall be required for it with reasonable diligence to comply with any applicable requirements of law. If and issued pursuant to the extent that exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to Shares shall be issued considered transferred to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Stock Option Agreement (Fluidigm Corp), Stock Option Agreement (Fluidigm Corp)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of Option Price. The payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price Price may be made at the election of the Participant (i) in cash or cash equivalents or(including certified check or bank check or wire transfer of immediately available funds), in accordance (ii) by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), (iii) with the terms and conditions of Section 5(c) consent of the Committee, by delivery of other consideration (including, where permitted by law and the Committee, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee (which consent shall not be unreasonably withheld or delayed), by withholding Shares otherwise issuable in connection with the exercise of the Option, or (v) any combination of the foregoing. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in whole its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares, not later than ten business days following such determination. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and providedconditions hereof.
(v) As a condition to exercising the Option, furtherthe Participant shall become a party to the Securityholders Agreement by executing the Securityholder Joinder attached hereto as Exhibit A, unless the Participant is already a party thereto (it being understood that the Optionee may not make payment in shares of Stock that he acquired Shares issuable upon the earlier exercise of any incentive stock optionOption shall be subject to the Securityholders Agreement irrespective of whether the Participant signs such Securityholder Joinder). “Securityholders Agreement” shall mean the Securityholders’ Agreement, unless he has held dated as of December 21, 2007, by and among the shares until at least two years after Company and the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereofsignatories thereto, his right to exercise this Option with respect to such shares not paid for as may be terminated by the Companyamended from time to time.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (NewPage Group Inc.), Rollover Nonqualified Stock Option Agreement (NewPage Group Inc.)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this (a) The Option may be exercised from time to time only by delivering written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full Treasurer of the exercise Company. Contemporaneously with such delivery, the Optionee shall tender the full purchase price for of the number Shares by any of shares to be delivered, by means of payment acceptable the following methods or combination thereof:
(i) A certified or cashier's check payable to the Company in accordance with Section 5(c) order of the Plan, or Company;
(bii) a description Certificates of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices Shares of the Company that have been held by the Optionee for at least (6) six months (or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such longer period as may be required to avoid a charge to earnings for it with reasonable diligence financial reporting purposes) that have a fair market value equal to comply with any applicable requirements such purchase price or the portion thereof so paid on the date of law. If and exercise, or delivery by the Optionee of a written attestation of the same; and/or
(iii) A copy of irrevocable instructions to a broker to promptly deliver to the extent that Company the amount of proceeds from a sale of Shares equal to the exercise price. To facilitate the foregoing, the Company also provides may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to its shareholders generally a means this subparagraph (a)(iii) shall be subject to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon compliance with federal and state securities laws and trading policies established by the Company and applicable to the Optionee.
(b) In addition to tendering payment,
(i) the Optionee and otherwise permissible under applicable law and shall be required to execute a Restricted Stock Purchase Agreement substantially in the rules form of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents orExhibit A hereto, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from if the Optionee to require payment in cash with respect to the shares contemplated in such noticepurchased Restricted Shares; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If and
(ii) the Optionee (or the purchaser under paragraph 7 below) shall furnish such other person entitled documents or representations (including, without limitation, representations as to exercise this Option) fails to pay for and accept delivery of all the intention of the shares specified Optionee, or the purchaser under paragraph 7 below, to acquire Shares for investment) as the Company may reasonably request in such notice upon tender order to comply with securities, tax or other laws then applicable to the exercise of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyOption.
Appears in 2 contracts
Sources: Stock Option Agreement (Apac Customer Service Inc), Stock Option Agreement (Apac Customer Service Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Common Stock has vested is exercisable hereunder, this Option may be exercised from time to time by written notice acceptable to the Company, Company substantially in the form attached hereto as Exhibit 2A or in such other form as the Company may from time to time announce, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, delivered by means of payment acceptable to the Company any method described in accordance with Section 5(c) of the Plan, including, without limitation, payment in whole or in part by delivery of shares already owned by the Optionee or by delivery of a recourse promissory note to the Company in the form and on the terms specified by the Company or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. Any exercise of less than all vested shares must be for a minimum of ten shares. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his or her right to exercise this Option with respect to such shares not paid for may be terminated by the Company. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Common Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Stock Option Agreement (Accelerize Inc.), Stock Option Agreement (Accelerize Inc.)
Method of Exercise. Prior to its expiration and The Optionee may exercise this Option, to the extent that the right to purchase shares of Stock has vested hereundervested, this Option may be exercised from time to time by providing written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled election to exercise this Option), deliver, . Such written notice must be signed by the Optionee and must be delivered in person or cause to be delivered, by certified mail to the Optionee (or other person entitled to exercise this Option), at the principal executive offices Secretary of the Company or such other place person as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed designated by the Company. The written notice must be accompanied by payment of the option exercise price in the manner described in Section 4(c) hereof, by an executed Stock Restriction Agreement described in Section 4(f) hereof and a joinder agreement to the Shareholders Agreement (as defined below) described in Section 4(g) hereof and by any other agreements required by the Board or its Committee and or the terms of the Plan, which other agreements may restrict the sale or other transfer of the Shares and may include certain additional representations and agreements as to the Optionee’s investment intent with respect to the Shares. This Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price, and duly executed copies of the Stock Restriction Agreement, joinder, and any other agreements required by the Board or its Committee, the terms of the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and will have no other rights as a stockholder with respect to such Shares notwithstanding the exercise of this Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing Shares that are being issued upon exercise of this Option. The certificate(s) for such period the Shares will be registered in the name of the Optionee and will contain any legend as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole this Award Agreement, and or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyapplicable law.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Five Below, Inc), Non Qualified Stock Option Agreement (Five Below, Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this An Option may be exercised from time by a Participant giving written notice, in the manner provided in Section 15, specifying the number of shares of Common Stock with respect to time which the Option is then being exercised. The notice shall be accompanied by written notice payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares of Common Stock to be purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion and subject to such conditions, if any, as the Committee may deem necessary to comply with applicable laws, rules and regulations or to avoid adverse accounting effects to the Company, substantially in by delivery to the form attached hereto as Exhibit 2, stating the number Company of (i) shares with respect of Common Stock having a Market Value equal to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price of the shares to be purchased, or (ii) the Participant’s executed promissory note in the principal amount equal to the exercise price of the shares to be purchased and otherwise in such form as the Committee shall have approved. If the Common Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Common Stock subject to any Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Participant or his agent a certificate or certificates for the number of shares to then being purchased. Such shares shall be delivered, by means fully paid and nonassessable. Notwithstanding any of payment acceptable the foregoing provisions in this subsection (g) to the Company in accordance with Section 5(ccontrary, (A) no Option shall be considered to have been exercised unless and until all of the Plan, or provisions governing such exercise specified in the Plan and in the relevant Award Agreement shall have been duly complied with; and (bB) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices obligation of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such to issue any shares out upon exercise of theretofore authorized but unissued shares or reacquired shares an Option is subject to the provisions of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If Section 9.1 hereof and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon compliance by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance Participant with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender provisions of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyPlan and the relevant Award Agreement.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Acme Packet Inc), Restricted Stock Unit Agreement (Acme Packet Inc)
Method of Exercise. Prior to its expiration and This Option is exercisable by delivery to the extent that Company of an exercise notice (the right “Exercise Notice”) in the form set forth as Exhibit B hereto or in such other form or means as the Administrator may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to purchase shares which the Option is being exercised (the “Exercised Shares”) and include such other representations and agreements as may be required by the Company pursuant to the provisions of Stock has vested hereunder, this the Plan. The Option may be exercised from only for whole Shares. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either:
(a) in cash or by certified or bank check at the time the Option is exercised;
(b) by written notice delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, substantially in with a Fair Market Value on the form attached hereto as Exhibit 2, stating date of delivery equal to the number of shares with respect to which this Option is being exercised and accompanied by either Exercise Price (aor portion thereof) payment in full of the exercise price due for the number of shares to be deliveredbeing acquired, or by means of payment attestation whereby the Optionee identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”);
(c) through a “cashless exercise program” established with a broker;
(d) by any combination of the foregoing methods; or
(e) in any other form of legal consideration that may be acceptable to the Company in accordance with Section 5(c) Administrator. Upon exercise of the Plan, or (b) a description of a “cashless exercise” procedure Option by the Optionee and such other documents and undertakings as are necessary prior to satisfy that procedure. As soon as practicable after its receipt the delivery of such noticeExercised Shares, the Company shallshall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements, without transfer if any, and the Optionee’s share of applicable employment withholding taxes, if any, in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or issue quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares Shares. Notwithstanding anything contained herein to the contrary, if the Option (to the extent vested) has not been exercised prior to the Expiration Date and the Fair Market Value of a share of Common Stock immediately prior to the Expiration Date exceeds the Exercise Price per Share set forth on Exhibit A, then the Option shall be deemed to have been exercised immediately prior to the Expiration Date and the Administrator shall cause the aggregate Exercise Price to be paid for may be terminated in any form permitted by the CompanySection 5 hereof.
Appears in 2 contracts
Sources: Nonqualified Stock Option Grant Agreement (Know Labs, Inc.), Incentive Stock Option Grant Agreement (Know Labs, Inc.)
Method of Exercise. Prior to its expiration and to To exercise the extent that the right to purchase shares of Stock has vested hereunderOption, this Option may be exercised from time to time by Employee must (a) give written notice to the Vice President, Shared Services: HR Financial Services or other designee of the Company, substantially in the form attached hereto as Exhibit 2which notice shall specifically refer to this Agreement, stating state the number of shares with respect of Stock as to which this the Option is being exercised exercised, state whether the Employee wishes the shares of Stock to be in his or her name or jointly in the names of the Employee and accompanied the Employee’s spouse (and if so, the spouse’s name), and be signed by either Employee, and (ab) payment pay in full to the Company the Exercise Price of the exercise price Option for the number of shares to be deliveredShares being purchased either (i) in cash (including by check), payable in United States dollars, (ii), by means delivery of payment acceptable to the Company in accordance with Section 5(c) a number of whole Shares already owned by Employee having a fair market value, determined as of the Plandate the Option is exercised, equal to (but not in excess of) all or the part of the aggregate Exercise Price being paid in this way, or (biii) a description in any other manner then permitted by the Committee. The value of a “cashless any fractional share shall be paid in cash. Once Employee gives notice of exercise” procedure and , such other documents and undertakings as are necessary to satisfy that procedurenotice may not be revoked. As soon as practicable after its receipt of such noticeWhen Employee exercises the Option, or part thereof, the Company shall, without will transfer or issue tax to the Optionee shares of Stock (or other person entitled make a non-certificated credit) to exercise this Option), deliver, Employee’s brokerage account at a designated securities brokerage firm or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired otherwise deliver shares of its Stock as the Company may elect; provided, however, that the to Employee. No Employee or Beneficiary shall have at any time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash rights with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon covered by the earlier Option prior to the valid exercise of any incentive stock optionand full payment for the shares, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (no adjustment shall be made for dividends or other person entitled to exercise this Option) fails to pay rights for and accept delivery of all of which the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect record date is prior to such shares not paid for may be terminated by the Companyvalid exercise and payment.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Horace Mann Educators Corp /De/), Incentive Stock Option Agreement (Horace Mann Educators Corp /De/)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by written notice to the Company, substantially Committee or generally accepted accounting principles); (C) partly in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option cash and partly in Shares; or (D) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares Shares at such time, subject to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any written notice Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise from over the Optionee exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to require payment Shares that is established in cash this Section 4(b)(v) shall terminate with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of any incentive stock option, unless he has held such Options) on the shares until at least two years after first anniversary of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all termination of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option Participant’s Employment with respect to such shares not paid for may be terminated by the CompanyCompany or its Affiliates.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Annas Linens, Inc.), Incentive Stock Option Agreement (Annas Linens, Inc.)
Method of Exercise. Prior to its expiration and to (a) To the extent that the right to purchase shares of Stock Option has vested become exercisable hereunder, this the Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares Shares with respect to which this the Option is being exercised and accompanied by either (a) exercised, together with payment in full of the exercise purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier’s check payable to the number order of shares to be deliveredthe Company, by means of payment (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee’s sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) of the Planapplicable federal and state statutes, or (b) a description of a “cashless exercise” procedure rules and such other documents and undertakings as are necessary to satisfy that procedureregulations. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this the Option), deliver, or cause to be delivered, deliver to the Optionee (or such other person entitled to exercise this Option)person, at the principal executive offices office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for the Shares being purchased.
(b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share (as defined below) on the date of the Optionee’s notice of exercise.
(c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares out less the exercise price per share of theretofore authorized but unissued shares such option(s). The Company and the Optionee or reacquired other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.
(d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of Common Stock already owned or underlying vested stock options is rejected by the Committee or is otherwise not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.
(e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its Stock as sole discretion, the Optionee’s notice of exercise may be delivered to the Company by such broker-dealer and the Company may elect; provideddeliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.
(f) For purposes hereof, howeverthe “Fair Market Value Per Share” of the Company’s Common Stock shall mean, that if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on such date or, if not available, the mean between the bona fide bid and asked prices of the Common Stock on such date. In any situation not covered above, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive, which determination shall be final, binding and conclusive.
(g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of such exercise of the Option or the delivery may be postponed by of the Company Shares for such period as may be required for it the Company with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of lawany national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. If and to In addition, in connection with any exercise of the extent that Option, the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to Committee may require the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails the Option to pay for and accept delivery agree not to dispose of all any of the shares Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in such notice upon tender its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of delivery thereofany applicable federal or state securities law, his right to exercise this rule or regulation.
(h) The Option with respect to such shares not paid for may be terminated by exercised for less than the Companytotal number of Shares for which the Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, except in the final year of the term of the Option, and shall not, in any event, include any fractional Shares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Ameristar Casinos Inc), Non Qualified Stock Option Agreement (Ameristar Casinos Inc)
Method of Exercise. Prior The NSO shall be exercisable by a written notice, which shall:
i. state the election to its expiration and to exercise the extent that the right to purchase shares of Stock has vested hereunderNSO, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with in respect to of which this Option it is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeexercised, the Company shall, without transfer or issue tax to person in whose name the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock is to be registered, her address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of the Company; provided, however, that the Compensation Committee or the full Board of Directors, such person);
ii. contain such representations and agreements as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option holder’s investment intent with respect to such shares not paid for of Common Stock, acquired by exercise of the NSO, as may be terminated satisfactory to the Company’s counsel;
iii. be signed by the person or persons entitled to the NSO and, if the NSO is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the NSO; and
iv. be in writing and delivered in person or by certified mail to the Board of Directors of the Company. Payment of the purchase price of any shares with respect to which the NSO is being exercised shall be by check, or may be by means of the surrender of shares of Common Stock previously held by Optionee, having a fair market value equal to the exercise price. The certificate or certificates for shares of Common Stock as to which the NSO shall be exercised shall be registered in the name of the person or persons exercising the NSO unless another person is specified pursuant to (b)(i) above. The NSO hereunder may not at any time be exercised for a fractional number of shares. The exercise of the NSO shall be in no event restricted by the fact that at the time of exercise some portion of a previously granted incentive stock option remains outstanding.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Cutter & Buck Inc), Non Qualified Stock Option Agreement (Cutter & Buck Inc)
Method of Exercise. Prior to its expiration and to The Option shall be exercisable by the extent that the right to purchase shares giving of Stock has vested hereunder, this Option may be exercised from time to time by written notice of exercise to the Company, substantially in either of the form attached hereto as Exhibit manners set forth below in this paragraph 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for specifying the number of shares to be delivered, purchased and accompanying such notice with (a) payment by means of payment acceptable cash and/or check payable to the Company in accordance with Section 5(c) of the Plan, full purchase price therefor or (b) a description in the discretion of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt the Company's Board of such notice, Directors (the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), "Board") at the principal executive offices time of the Company or such other place as shall be mutually acceptable, exercise of the Option regarding whether to permit payment in either of the following manners (i) payment by a stock certificate or certificates certificates, duly endorsed for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and transfer to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basisCompany, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in representing shares of Common Stock of the Company owned by the Optionee which shall be deemed to have a fair market value on the date of exercise equal to the closing sale price of the Company; provided's Common Stock as reported by NASDAQ on the day prior to the date of exercise or (ii) cash and/or a check payable to the Company and a stock certificate or certificates representing shares of the Common Stock of the Company owned by the Optionee, howeverwhich, that when added to the Compensation Committee or amount of the full Board cash and/or check, have a fair market value on the date of Directorsexercise, as defined in (i) above, equal to the case may beoption price and (c) if required by the Company, reserves the right upon receipt written representations and agreements referred to in paragraph 7 hereof. Shares of any stock delivered to the Company in payment of tax withholdings are allowed only to the extent that such delivery does not result in a charge to the earnings of the Company. If sent by mail such written notice of exercise from shall be deemed for all purposes to be given and the Optionee to require payment in cash with respect to Option exercised on the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after second business day following the date the incentive stock option was granted same is deposited in the United States mail, properly addressed to the Secretary of the Company, with postage thereon prepaid. If personally delivered, such written notice shall be deemed for all purposes to be given and at least one year after the Option exercised on the date the incentive stock option was exercised. If same is personally delivered to the Optionee Secretary of the Company (or such other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for officer as may be terminated designated by the CompanyCompany in writing).
Appears in 2 contracts
Sources: Stock Option Agreement (Jmar Technologies Inc), Stock Option Agreement (Jmar Technologies Inc)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, substantially in at the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full election of the exercise price Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the number of shares to be delivered, by means of payment acceptable Shares being purchased to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and satisfying such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period requirements as may be required imposed by the Committee; (C) partly in cash and partly in Shares; or (D) if there is a public market for it with reasonable diligence the Shares at such time, subject to comply with any applicable requirements such rules as may be established by the Committee, through delivery of law. If and irrevocable instructions to a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such a noncertificated basis if mutually agreed upon Shares or register the Participant’s ownership of such Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made certificates, or any mistakes or errors in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) issuance of the Plan, in whole certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant’s death, howeverthe Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves to the right upon receipt extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to the exercise of any written notice Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where
(A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise from over the Optionee exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to require payment Shares that is established in cash this Section 4(b)(v) shall terminate with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of any incentive stock option, unless he has held such Options) on the shares until at least two years after first anniversary of the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all termination of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option Participant’s Employment with respect to such shares not paid for may be terminated by the CompanyCompany or its Affiliates.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Time Warner Inc.), Non Qualified Stock Option Agreement (Time Warner Inc.)
Method of Exercise. Prior to its expiration and to (i) The Participant or the extent that Participant’s representative may exercise the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time Vested Portion or any part thereof by giving written notice to the Company, substantially Company in the form attached hereto as Exhibit 2, stating A (the number “Notice of shares with respect to which this Option is being exercised and Exercise”). Such Notice of Exercise shall be accompanied by either (a) payment in full of the exercise price aggregate Option Price for the number of shares Shares to be deliveredexercised. The aggregate Option Price may be paid in cash, its equivalent (e.g., by means check, draft, money order, cashier’s check or wire transfer payable to the Company) or any other form of payment acceptable to permitted by the Company Committee in accordance with Section 5(c) 6.5 of the Plan. Neither the Participant nor the Participant’s representative shall have any rights to dividends, voting rights or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given a Notice of Exercise of the Option, paid the Option Price in full for such Shares, become the record holder of such Shares/been issued certificates in the Participant’s name (or the name of the Participant’s representative, as applicable) representing such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan. In the event of the Participant’s death, the Vested Portion shall be exercisable by the executor or administrator of the Participant’s estate, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary the person or persons to satisfy that procedure. As soon as practicable after its receipt of such notice, whom the Company shall, without transfer Participant’s rights under this Award Agreement shall pass by will or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements laws of law. If descent and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, distribution as the case may be, reserves during the right upon receipt period(s) set forth in this Section 5. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions of this Award Agreement and the Plan.
(ii) Notwithstanding any other provision of the Plan, this Award Agreement or the Employment Agreement to the contrary, the Option may not be exercised, in whole or in part, prior to the completion of any written notice registration or qualification of exercise from the Optionee to require payment in cash with respect to Option or the shares contemplated in such notice; and providedShares under applicable securities or other laws, further, or under any ruling or regulation of any governmental body or national securities exchange that the Optionee may not make payment Committee shall in shares of Stock its sole discretion determine to be necessary or advisable.
(iii) Upon the Company’s determination that he acquired upon the earlier exercise of Option has been validly exercised as to any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified Shares, the Company shall issue certificates in the Participant’s name for such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Nonqualified Stock Option Award Agreement (Comverse, Inc.), Nonqualified Stock Option Award Agreement (Comverse, Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; PROVIDED that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of Exercise Price. The payment acceptable to the Company in accordance with Section 5(c) of the PlanExercise Price may be made in cash, or its equivalent, or (bx) a description by exchanging Shares owned by the Participant (which are not the subject of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (any pledge or other person entitled to exercise this Optionsecurity interest and which have been owned by the Participant for at least 6 months), deliver, or cause (y) subject to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence reasonably established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements a broker to sell a portion of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of this the Option may be issued on such a noncertificated basis if mutually agreed upon and to deliver promptly to the Company an amount equal to the aggregate exercise price of the portion of the Option so exercised or (z) by the Company promissory note and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment agreement of the exercise price may be made in cash or cash equivalents or, in accordance Participant providing for the payment with interest of the unpaid balance accruing at a rate not less than needed to avoid the imputation of income under Code section 7872 and upon such terms and conditions (including the furnishing of Section 5(csecurity, if any therefor) as the Committee may determine, or by a combination of the Planforegoing.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in whole its sole discretion determine to be necessary or advisable.
(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in part in shares of Common Stock the certificates themselves.
(iv) In the event of the Company; providedParticipant's death, howeverthe Option shall remain exercisable by the Participant's executor or administrator, that the Compensation Committee or the full Board person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Management Agreement (Penn Traffic Co), Employment Agreement (Penn Traffic Co)
Method of Exercise. Prior Subject to its expiration Sections 3 and to 4(a), the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares Option may be exercised with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for whole Shares only. Such notice shall specify the number of shares to be delivered, purchased pursuant to an Option and the aggregate purchase price to be paid therefor and shall be accompanied by means payment of such purchase price. The payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery Option Price may be postponed made (i) in cash or by cash equivalent; and, except where prohibited by the Company for Administrator or Applicable Law (and subject to such period terms and conditions as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon established by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price Administrator), payment may also be made in cash (ii) by delivery (by either actual delivery or cash equivalents or, in accordance with the terms and conditions of Section 5(cattestation) of the Plan, in whole or in part in shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (iii) by shares of Common Stock withheld upon exercise; (iv) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; or (v) by any combination of the Company; providedforegoing methods. Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, howeverpaid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Administrator pursuant to the Plan, and such Shares have been issued.
(i) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Compensation Committee Administrator shall in its sole discretion determine to be necessary or advisable.
(ii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan.
(iii) In the event of the Participant’s death, to the extent vested and exercisable at the time of Participant’s death or thereafter, the Option shall be exercisable by the Participant’s executor or administrator, or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; Sections 3 and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised4(a) above. If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Regional Management Corp.), Nonqualified Stock Option Agreement (Regional Management Corp.)
Method of Exercise. Prior to its expiration and (a) Subject to the extent that provisions of the Series A Warrants and this Agreement, the Holder of a Series A Warrant may exercise such Holder's right to purchase shares the Warrant Shares, in whole or in part, by: (x) in the case of Stock has vested hereunderpersons who hold Book-Entry Warrants, this Option may be exercised from time providing an exercise form for the election to time by written notice to the Company, exercise such Series A Warrant (“Exercise Form”) substantially in the form attached hereto as of Exhibit 2B-1 hereto, stating properly completed and executed by the number of shares Registered Holder thereof, together with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price Exercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder's broker) to its broker, properly completed and executed by the Beneficial Holder thereof, together with payment of the Exercise Price in accordance with Section 4.4(a).
(b) Series A Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or bank cashier's check payable to the order of the Company (or as otherwise agreed to by the Company), in lawful money of the United States of America, of the full Exercise Price for the number of shares Warrant Shares specified in the Exercise Form (which shall be equal to the Exercise Price multiplied by the number of Warrant Shares in respect of which any Series A Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Series A Warrants and the exchange of Series A Warrants for Warrant Shares (the “Exercise Amount”).
(c) Any exercise of a Series A Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
(d) The Warrant Agent shall:
(i) examine all Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof;
(ii) where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Series A Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be delivered, by means unfulfilled;
(iii) inform the Company of payment acceptable to and cooperate with and assist the Company in accordance with Section 5(c) resolving any reconciliation problems between Exercise Forms received and the delivery of the PlanSeries A Warrants to the Warrant Agent's account;
(iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, or of (bA) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its the receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company Exercise Form and the Optionee and otherwise permissible under applicable law and the rules number of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, Series A Warrants exercised in accordance with the terms and conditions of Section 5(cthis Agreement, (B) the instructions with respect to delivery of the PlanWarrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and
(v) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements.
(e) The Company reserves the right to reasonably reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in whole or in part in shares of Common Stock the opinion of the Company; provided, howeverbe unlawful. Such determination by the Company shall be final and binding on the Holders of the Series A Warrants, that absent manifest error. Moreover, the Compensation Committee or the full Board of Directors, as the case may be, Company reserves the absolute right upon receipt to waive any of the conditions to the exercise of Series A Warrants or defects in Exercise Forms with regard to any particular exercise of the Series A Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Series A Warrants of any written notice irregularities in any exercise of exercise from Series A Warrants, nor shall it incur any liability for the Optionee failure to require payment in cash with respect to the shares contemplated in give such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Common Stock Warrant Agreement (Kingsway Financial Services Inc), Common Stock Warrant Agreement (Kingsway Financial Services Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice acceptable to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price ▇▇▇▇▇ ▇▇▇▇▇ for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “"cashless exercise” " procedure and such other documents and undertakings as are necessary to satisfy that procedure. The Company, or the Committee, may from time to time designate one or more forms or methods of providing notice of the exercise of an Option and in that event the Optionee agrees to utilize such form or method. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company. The Committee may, in its discretion at the time of exercise of the Option, grant to the Optionee a new option (a "Reload Option") to permit the Optionee to purchase that number of shares of Stock delivered by the Optionee to the Company in full or partial payment of the ▇▇▇▇▇ ▇▇▇▇▇, or in full or partial payment of the tax withholding obligations incurred on account of the exercise of the Option, on such terms and conditions as the Committee may determine under the terms of the Plan. The ▇▇▇▇▇ ▇▇▇▇▇ for shares subject to a Reload Option shall be not less than one hundred percent (100%) of the Fair Market Value of the shares on the date of grant of the Reload Option, and the duration of a Reload Option shall be equal to the unexpired term of the exercised Option on the date of exercise.
Appears in 2 contracts
Sources: Stock Option Agreement (Iron Mountain Inc/Pa), Stock Option Agreement (Iron Mountain Inc/Pa)
Method of Exercise. Prior to its expiration and to To the extent that the right to purchase shares ------------------ of Stock has vested accrued hereunder, this Option may be exercised from time to time by written notice to the Company, Company substantially in the form attached hereto as Exhibit 2A, stating the number of shares with respect to which this Option is being exercised exercised, and accompanied by either (a) payment in full of the exercise option price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) 10 of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise option price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) 10 of the Plan, (a) in whole or in part in shares of Common Stock of the Company, whether or not through the attestation procedure in the Plan, or (b) in part by promissory note of the Optionee in the form attached hereto as Exhibit B; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his or her right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Proxy Statement, Proxy Statement
Method of Exercise. Prior to its expiration and to (a) The Vested Portion of the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to the Company, substantially so exercise in the form attached hereto as Exhibit 2A (such notice, stating a “Notice of Exercise”); provided, that the number of shares Option may be exercised with respect to which this Option is being exercised and whole Shares only. To the extent applicable, such Notice of Exercise shall be accompanied by either (a) payment in full of the exercise price aggregate Option Price for the number of shares Shares to be delivered, by means exercised (plus payment of payment acceptable the applicable tax withholding) and a joinder to the Company Shareholders’ Agreement in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed form provided by the Company for such period as may be required for it with reasonable diligence pursuant to comply with any applicable requirements of law. If and to which the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares Participant agrees to be issued bound to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of the Shareholders’ Agreement. The aggregate Option Price may be paid (i) in cash, (ii) its equivalent (e.g., by cashiers’ check), (iii) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (iv) any other form of payment permitted by the Committee in accordance with Section 5(c) 6.5 of the Plan. Neither the Participant nor the Participant’s representative shall have any rights to dividends, in whole voting rights or in part in shares other rights of Common Stock a stockholder with respect to Shares subject to an Option until the Participant has given a Notice of Exercise of the CompanyOption, paid in full for such Shares (plus payment of the applicable tax withholding), been issued certificates in the Participant’s name representing such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan.
(b) Notwithstanding any other provision of this Award Agreement to the contrary, the Option may not be exercised prior to: (A) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to comply with applicable securities laws or with this Award Agreement; providedand (B) the completion of any registration or qualification of the Option or the Shares under applicable securities or other laws, however, or under any ruling or regulation of any governmental body or national securities exchange that the Compensation Committee shall in its sole discretion determine to be necessary or advisable.
(c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares.
(d) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable during the period set forth in Section 4 hereof by the Participant’s executor or administrator, or the full Board person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves . Any heir or legatee of the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect Participant shall take rights herein granted subject to the shares contemplated in such notice; terms and provided, further, that conditions of this Award Agreement and the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyPlan.
Appears in 2 contracts
Sources: Nonqualified Stock Option Award Agreement (Cotiviti Holdings, Inc.), Nonqualified Stock Option Award Agreement (Cotiviti Holdings, Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 6(c) of the extent that Plan, the right to purchase shares vested portion of Stock has vested hereunder, this the Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that, the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised and shall be accompanied by either (a) payment in full of the exercise price for Option Price. The payment of the number Option Price may be made at the election of shares to be deliveredthe Participant (i) in cash, (ii) in the discretion of the Committee, by means the delivery of payment acceptable Shares then owned by the Participant, (iii) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in accordance the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), or (iv) by any other method the Committee may prescribe that it determines to be consistent with Section 5(c) applicable law and the purpose of the Plan, or (b) including, without limitation, in lieu of the exercise of an Option by delivery of Shares then owned by a description Participant, providing the Company with a notarized statement attesting to the number of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeShares owned, where upon verification by the Company, the Company shall, without transfer or would issue tax to the Optionee (Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other person entitled rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding any other provision of the Plan or this Option)Agreement to the contrary, deliverthe Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or cause under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be deliverednecessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Optionee (or other person entitled Participant for damages relating to exercise this Option)any delays in issuing the certificates to him, at the principal executive offices any loss of the Company certificates, or such other place as any mistakes or errors in the issuance of the certificates or in the certificates themselves.
(iv) In the event of the Participant’s death, the Vested Portion of the Option shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed remain exercisable by the Company for such period as may be required for it with reasonable diligence Participant’s executor or administrator, or the person or persons to comply with any applicable requirements of law. If and to whom the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of Participant’s rights under this Option may be issued on such a noncertificated basis if mutually agreed upon Agreement shall pass by will or by the Company laws of descent and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Incentive Stock Option Award Agreement (Juniper Pharmaceuticals Inc), Incentive Stock Option Award Agreement (Juniper Pharmaceuticals Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this (a) A Vested Option may be exercised from time to time exercised, in whole or in part, by written notice delivering to the Company, substantially Corporation at its registered office an executed exercise notice in the form attached set out in Schedule A hereto (the “Option Exercise Notice”) or by such other form or means as Exhibit 2, stating the Board may permit or require (including via electronic means). This notice shall state the intention of the Participant or the Participant’s legal personal representative to exercise the said Options and the number of shares with Shares in respect to of which this Option is the Options are then being exercised (the “Exercised Shares”) and must be accompanied by either (a) payment in full of the Exercise Price under the Options which are the subject of the exercise. Upon exercise price of the Option by the Participant and prior to the delivery of such Exercised Shares, the Corporation shall have the right to require the Participant to satisfy applicable federal, provincial, state or local income tax withholding requirements and the Participant’s share of other applicable statutory withholdings in a method satisfactory to the Corporation.
(b) The Participant may satisfy payment of the Exercise Price and/or the applicable statutory withholding for the number Options which are the subject of shares to be deliveredthe Option Exercise Notice (i) through the delivery of cash, by means wire, other method of payment acceptable to the Company Corporation, (ii) by the Participant delivering to the Corporation a properly executed Option Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Corporation cash or a check payable and acceptable to the Corporation to pay the aggregate Exercise Price and/or statutory withholding amount, provided that in accordance the event the Participant chooses to pay the aggregate Exercise Price as so provided, the Participant and the broker shall comply with Section 5(c) such procedures and enter into such agreements of indemnity and other agreements as the PlanCorporation shall prescribe as a condition of such payment procedure, or (biii) a description combination of a “cashless exercise” procedure (i) and (ii) above.
(c) Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other documents applicable equity plans under Canadian securities laws, U.S. state corporate laws, U.S. federal and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticestate securities laws, the Company shallCode, without transfer any stock exchange or issue quotation system on which the Shares are listed or quoted, and the applicable laws of any foreign country or jurisdiction; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares Participant on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Stock Option Grant Agreement (Arras Minerals Corp.), Stock Option Grant Agreement (Silver Bull Resources, Inc.)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right In order to exercise this Option with respect to such shares not paid all or any part of the Shares subject to this Option for which this Option is at the time exercisable, Participant (or any other person or persons having the right to and exercising this Option) must take the following actions:
(i) Deliver to the local stock administrator an exercise notice, which may be terminated by electronic methods if specified by the Company, stating the election to exercise the Option, the number of Shares in respect of which the Option is being exercised and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan, using the form prescribed by Company, as amended from time to time. However, if Company has designated a brokerage firm to assist with Option exercises, Participant may provide exercise instructions to the Company-designated brokerage firm. The Company in its discretion may designate such a broker-assisted exercise as the sole means by which to exercise this Option.
(ii) Pay the aggregate Exercise Price for the purchased Shares by any of the following, or a combination thereof, at the election of the Participant: (a) cash or cash equivalents, (b) check, or (c) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan.
(iii) Make appropriate arrangements with the Company (or the Employer) for (a) the satisfaction of all tax withholding requirements applicable to the Option exercise, or (b), subject to Applicable Laws, the payment of an amount to the Company or the Subsidiary equal to the amount of the tax obligations of the Company or of the Subsidiary in connection with the grant, vesting, exercise, purchase or sale of an Award to or by the Participant under the Plan or in connection with the sale of Shares resulting from the exercise of the Option.
Appears in 2 contracts
Sources: Stock Option Agreement, Stock Option Agreement (Logitech International Sa)
Method of Exercise. Prior to its expiration and to (a) The Vested Portion of the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent so to the Company, substantially in the form attached hereto as Exhibit 2, stating exercise. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised (the “Purchased Shares”) and shall be accompanied by either (a) payment in full of the exercise price for the number Option Price in cash or by check or wire transfer. The Participant shall not have any rights to dividends or other rights of shares a stockholder with respect to be delivered, by means of payment acceptable Shares subject to the Company in accordance with Section 5(c) Option until the Participant has given written notice of exercise of the PlanOption, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the Plan or this Agreement.
(b) a description Notwithstanding any other provision of a “cashless exercise” procedure and such other documents and undertakings as are necessary the Plan or this Agreement to satisfy that procedure. As soon as practicable after its receipt of such noticethe contrary, the Company shall, without transfer or issue tax Option may not be exercised prior to the Optionee (completion of any registration or qualification of the Option or the Shares under applicable Canadian and United States provincial, state and federal securities or other person entitled to exercise this Option), deliverlaws, or cause under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be deliverednecessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company Option or the issuance of any Shares upon such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence exercise to comply with any applicable requirements of lawLegal Requirements. If and Such procedures may include but are not limited to the extent establishment of limited periods during which the Option may be exercised or that following receipt of the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued notice of exercise and prior to the Optionee upon completion of the exercise, the Participant will be required to affirm the exercise of this the Option may following receipt of any disclosure deemed necessary or desirable by the Committee.
(c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. Such certificates will be issued on such a noncertificated basis if mutually agreed upon held by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment on behalf of the exercise price may be made in cash Participant until such time as the Shares represented by such certificates are transferred as permitted by the Stockholders Agreement.
(d) In the event of the Participant’s death or cash equivalents Disability, the Option shall remain exercisable by the Participant’s executor or administrator, or, in accordance with subject to applicable laws, the terms person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, distribution as the case may be, reserves for the right upon receipt period set forth in Section 2(e) (and the term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of any written notice of exercise from the Optionee to require payment in cash with respect Participant shall take rights herein granted subject to the shares contemplated in such notice; terms and providedconditions hereof.
(e) In consideration of the grant of this Option, furtherthe Participant agrees that, that as a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee to purchase Shares (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise whether this Option or any other option), the Participant shall, with respect to such shares not paid for may be terminated by Shares, have become a party to the CompanyStockholders Agreement.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp), Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Method of Exercise. Prior to its expiration and This Option shall be exercisable, in whole or in part, by delivery to the extent that the right to purchase shares Company of Stock has vested hereunder, this Option may be exercised from time to time by written an exercise notice to the Company, substantially in the form attached hereto as Exhibit 2EXHIBIT A (the "Exercise Notice") which shall state the election to exercise the Option, stating the number of shares Shares with respect to which this the Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered"Exercised Shares"), by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents representations and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period agreements as may be required for it with reasonable diligence by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to comply with any applicable requirements of lawall Exercised Shares. If and This Option shall be deemed to be exercised, to the extent that applicable to the Exercise Notice, upon receipt by the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then of such fully executed Exercise Notice and any shares to such other representations and agreements as may be required by the Company accompanied by the aggregate Exercise Price for the Exercised Shares. No Shares shall be issued pursuant to the Optionee upon the exercise of this Option may unless such issuance and such exercise comply with Applicable Laws. Shares issued pursuant to the exercise of this option will be issued on such a noncertificated basis if mutually agreed upon in the name of ___________. Until the issuance of the Shares (as evidenced by the Company and appropriate entry on the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment books of the exercise price may be made in cash Company or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock a duly authorized transfer agent of the Company; provided), however, that the Compensation Committee no right to vote or the full Board of Directors, receive dividends or any other rights as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash a shareholder shall exist with respect to the shares contemplated in such notice; and providedOption, further, that notwithstanding the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years Option. The Shares shall be issued to the __________ as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date the incentive stock option was granted and at least one year after is prior to the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all issuance except as provided in Section 11 of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyPlan.
Appears in 2 contracts
Sources: Share Option Agreement (M Wise Inc), Share Option Agreement (M Wise Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option (a) Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by written notice to the Company. Participant may obtain such form(s) by contacting the General Counsel at ▇▇▇▇▇▇▇ ▇▇▇▇ (USA), substantially in Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
(b) No Option Shares shall be delivered pursuant to any exercise of the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) until payment in full of the exercise price for the number of shares to be delivered, Exercise Price therefor is received by means of payment acceptable to the Company in accordance with Section 5(c) 5.5 of the PlanPlan and Participant has paid to the Company an amount equal to any federal, or state, local and non-U.S. income and employment taxes required to be withheld.
(bc) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary Subject to satisfy that procedure. As soon as practicable after its receipt of such noticeapplicable law, the Company shall, without transfer or issue Exercise Price and applicable tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as withholding shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed payable by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in (i) cash or cash equivalents or(including certified check or bank check or wire transfer of immediately available funds), (ii) if approved by the Committee, tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) if approved by the Committee, a “net exercise” procedure effected by withholding the minimum number of Shares otherwise deliverable in accordance with the terms and conditions respect of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, an Option that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails are needed to pay for the Exercise Price and accept delivery of all applicable required withholding taxes, and (iv) such other method which is approved by the Committee. Notwithstanding the foregoing, if, on the last day of the shares specified Option Period, the Fair Market Value exceeds the Exercise Price, Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by Participant on such last day by means of a net exercise and the Company shall deliver to Participant the number of Shares for which the Option was deemed exercised less such number of Shares required to be withheld to cover the payment of the Exercise Price and all applicable required withholding taxes. Any fractional Shares shall be settled in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companycash.
Appears in 2 contracts
Sources: Option Award Agreement (Michael Kors Holdings LTD), Nonqualified Option Award Agreement (Michael Kors Holdings LTD)
Method of Exercise. Prior to its expiration and To exercise the Option in whole or in part, the Optionee must deliver written notice of such exercise (a "Notice of Exercise") to the extent that President or Secretary of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by Company. Such written notice to the Company, shall be substantially in the form attached hereto as Exhibit 2, stating A and shall specify the number of shares with respect to which this of Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares Stock to be delivered, by means purchased. A Notice of payment acceptable Exercise shall not be effective (and the Company shall have no obligation to sell any Option Stock to the Optionee pursuant to such Notice) unless it satisfies the terms and conditions contained in this Agreement and actually is received by the Company in accordance with Section 5(cprior to its expiration or earlier termination as specified herein. Notwithstanding anything contained herein to the contrary, the Optionee may not exercise the Option to purchase less than one hundred (100) shares, unless the Company's Board of Directors otherwise approves or unless the Plan, or (b) a description partial exercise is for all remaining shares of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedureOption Stock available under the Option. As soon as practicable after its following receipt of such notice, the Company shall, without transfer or issue tax to from the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of a valid and effective Notice of Exercise and full payment of the Company or such other place as shall be mutually acceptableExercise Price relating to a number of the shares of Option Stock being purchased, a stock certificate or certificates for such representing that number of shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as shall be issued and delivered by the Company may electto the Optionee; provided, however, that the time of such delivery may be postponed by Company shall have the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If right and to the extent that the Company also provides to its shareholders generally a means discretion to hold title to shares on a noncertificated basis, then any shares to be issued to purchased upon exercise of the Option in escrow for a period ending on the date one year following the date of issuance of the stock upon exercise of the Option. During any such escrow period, the Optionee upon the exercise shall have all rights of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash shareholder with respect to the shares contemplated in such notice; and providedOption Stock purchased, further, that including but not limited to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect vote and to receive dividends on such shares not paid for may be terminated by the Companystock.
Appears in 2 contracts
Sources: Stock Option Agreement (Fountain Powerboat Industries Inc), Stock Option Agreement (Fountain Powerboat Industries Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option may The option shall be exercised from time to time by written notice directed to the CompanyBoard of Directors of the Corporation, substantially in at the form attached hereto as Exhibit 2Corporation's principal place of business, stating the number of shares with respect to which this Option is being exercised and accompanied by either check (aor other form of payment acceptable to the Corporation) in payment in full of the exercise option price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure specified and such other documents and undertakings as are necessary to satisfy that procedurepaid for. As soon as practicable after its receipt The Corporation shall make immediate delivery of such noticeshares, provided that if any law or regulation requires the Company shall, without transfer or issue tax Corporation to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with take any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash action with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. Provided, the Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee's exercise thereof; and the Corporation shall have the right, his right without the Optionee's prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of common stock that would otherwise be transferred and delivered to the Optionee, with any shares so withheld to be valued at the fair market value on the date of such withholding as determined by the Corporation pursuant to the Plan. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee, with the prior written consent of the Corporation, may pay the purchase price in shares of common stock of the Corporation transferred and surrendered by the Optionee to the Corporation, or any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this Option option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to such shares not paid for may be terminated by any other option or participant under the CompanyPlan.
Appears in 2 contracts
Sources: Non Statutory Stock Option Agreement (Macrosolve Inc), Non Statutory Stock Option Agreement (Macrosolve Inc)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(b), the extent that Exercisable Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent to so exercise; provided that the Company, substantially in the form attached hereto as Exhibit 2, stating Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares with respect to Shares for which this an Option is being exercised and accompanied by either (a) the method of payment in full of the exercise price Option Price. The Option Price for the number Shares as to which the Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of shares to be deliveredthe following methods: (A) in cash or its equivalent (e.g., by means of payment acceptable check); (B) in Shares having a Fair Market Value equal to the Company in accordance with Section 5(c) of aggregate Option Price for the Plan, or (b) a description of a “cashless exercise” procedure Shares being purchased and satisfying such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period requirements as may be required for it with reasonable diligence imposed by the Committee; (C) partly in cash and partly in such Shares; or (D) by delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.
(iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
(iv) In the event of the Participant's death, subject to Section 6, the Exercisable Portion of the Option shall remain exercisable by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash Participant's executor or cash equivalents oradministrator, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(b). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Nonqualified Share Option Agreement (Aspen Insurance Holdings LTD), Nonqualified Share Option Agreement (Aspen Insurance Holdings LTD)
Method of Exercise. Prior This Option shall be exercisable at such times and under such conditions as shall be determined by the Committee, including without limitation performance criteria with respect to its expiration Company and/or the Optionee, and to in accordance with the extent that the right to purchase shares of Stock has vested hereunder, this following terms:
(i) This Option may shall be exercised exercisable from time to time by written notice delivering an Exercise of Stock Option to the Company, Committee in substantially in the form attached hereto as of Exhibit 2, stating “A” (the “Notice of Exercise”). The Notice of Exercise shall state the number of shares with Shares in respect to of which this Option is being exercised and shall contain or be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable such other representations and agreements as to the Company in accordance Optionee’s investment intent with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and respect to such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period Shares as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and by the Company pursuant to the extent that provisions of the Company also provides Plan. Such Notice of Exercise shall be signed by the Optionee and shall be delivered in person or by certified mail to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to the Committee. The Notice of Exercise shall be accompanied by payment of the Exercise Price.
(ii) No Shares will be issued pursuant to the Optionee upon the exercise of this Option may be issued on unless such a noncertificated basis if mutually agreed upon by issuance and such exercise shall comply with this Agreement, the Company and the Optionee and otherwise permissible under applicable Plan, all relevant provisions of law and the rules requirements of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right exchange upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to which the shares contemplated in such notice; may then be listed.
(iii) The Company may refrain from delivering or transferring Shares issued hereunder and provided, further, under the Plan until the Committee has determined that the Optionee may not make payment in shares has tendered to the Company any federal, state or local tax owed by the Optionee as a result of Stock that he acquired upon the earlier exercise exercising this Option, or disposing of any incentive Shares, in the event that the Company has a legal liability to satisfy such tax.
(iv) The Company shall not be liable to any person or entity for damages due to any delay in the delivery or issuance of any stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay certificate for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyany reason whatsoever.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Helen of Troy LTD), Nonstatutory Stock Option Agreement (Helen of Troy LTD)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The purchase price for the Shares as to which the Option is exercised shall be paid to the Company, at the election of the Participant, (i) in cash or its equivalent (e.g., by check) or (ii) if there should be a public market for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice the Committee or generally accepted accounting principles in order to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable avoid any compensation expense to the Company for financial reporting purposes), (B) partly in accordance with Section 5(ccash and partly in such Shares or (C) subject to such rules as may be established by the Committee, through the delivery of irrevocable instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all withholding taxes relating to the exercise.
(ii) Notwithstanding any other provision of the PlanPlan or this Agreement to the contrary, unless there is an available exemption from such registration, qualification or other legal requirements, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares that is required to comply with applicable state and federal securities or any ruling or regulation of any governmental body or national securities exchange or compliance with any other applicable federal, state or foreign law that the Committee shall in its sole discretion determine in good faith to be necessary or advisable.
(biii) a description Upon the Company’s determination that the Option has been validly exercised as to any of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticethe Shares, the Company shallshall issue certificates in the Participant’s name for such Shares. However, without transfer or issue tax the Company shall not be liable to the Optionee (or other person entitled Participant for damages relating to exercise this Option)any delays in issuing the certificates to him, deliverany loss of the certificates, or cause to be delivered, to any mistakes or errors in the Optionee (or other person entitled to exercise this Option), at the principal executive offices issuance of the Company certificates or such other place as in the certificates themselves.
(iv) Should the Participant die while holding the Option, the Vested Portion of the Option shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed remain exercisable by the Company for such period as may be required for it with reasonable diligence Participant’s executor or administrator, or the person or persons to comply with any applicable requirements of law. If and to whom the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basisParticipant’s rights under this Agreement shall pass by will, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company laws of descent and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash distribution, or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directorsby beneficiary designation, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereof, his right Participant shall take rights herein granted subject to exercise this Option with respect to such shares not paid for may be terminated by the Companyterms and conditions hereof.
Appears in 2 contracts
Sources: Option Agreement (Seagate Technology), Option Agreement (Seagate Technology)
Method of Exercise. Prior This Option is exercisable by delivery to its expiration the Company of an exercise notice (the “Exercise Notice”) in the form set forth as Exhibit B hereto or in such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent that permitted by applicable statutes and regulations, either:
(a) in cash or by certified or bank check at the right time the Option is exercised;
(b) by delivery to purchase the Company of other shares of Stock has vested hereunderCommon Stock, this Option may be exercised from time to time by written notice duly endorsed for transfer to the Company, substantially in with a Fair Market Value on the form attached hereto as Exhibit 2, stating date of delivery equal to the number of shares with respect to which this Option is being exercised and accompanied by either Exercise Price (aor portion thereof) payment in full of the exercise price due for the number of shares to be deliveredbeing acquired, or by means of payment attestation whereby the Optionee identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”);
(c) through a “cashless exercise program” established with a broker;
(d) by any combination of the foregoing methods; or
(e) in any other form of legal consideration that may be acceptable to the Company in accordance with Section 5(c) Committee. Upon exercise of the Plan, or (b) a description of a “cashless exercise” procedure Option by the Optionee and such other documents and undertakings as are necessary prior to satisfy that procedure. As soon as practicable after its receipt the delivery of such noticeExercised Shares, the Company shallshall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements, without transfer if any, and the Optionee’s share of applicable employment withholding taxes, if any, in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or issue quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Nonqualified Stock Option Grant Agreement (Cyabra Strategy Ltd.), Incentive Stock Option Grant Agreement (Cyabra Strategy Ltd.)
Method of Exercise. Prior to its expiration and to To the extent that the right to purchase shares of Stock Shares has vested accrued hereunder, this the Non-Qualified Option may be exercised from time to time by written notice to the Company, substantially in the form attached hereto as Exhibit 2, Company stating the number of shares Shares with respect to which this the Non-Qualified Option is being exercised and accompanied by either (a) exercised, together with payment in full full, in cash or by certified or cashier's check payable to the order of the exercise Company, of the purchase price for the number of shares to be deliveredShares being purchased. If requested by the Committee, by means of payment acceptable prior to the Company delivery of any Shares, the Optionee, or any other person entitled to exercise the Non-Qualified Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with Section 5(c) applicable federal and state statutes, rules and regulations. As a condition to the exercise of the PlanNon-Qualified Option, in whole or in part, the Committee may, in its sole discretion, require the Optionee to pay, in addition to the purchase price for the Shares being purchased upon exercise of this Non-Qualified Option, an amount equal to any federal, state or local withholding or employment taxes that the Committee has determined are required to be paid in connection with the exercise of this Non-Qualified Option in order to enable the Company to claim a deduction in connection with such exercise, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedureotherwise. As soon after the notice of exercise as practicable after its receipt of such noticethe Company is reasonably able to comply, the Company shall, without payment of any transfer or issue tax to by the Optionee (or any other person entitled to exercise this the Non-Qualified Option), deliver, or cause to be delivered, deliver to the Optionee (or any such other person entitled to exercise this Option)person, at the principal executive offices main office of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out the Shares being purchased upon exercise of theretofore authorized the Non-Qualified Option. In the Committee's sole discretion, payment of the purchase price for the number of Shares to be delivered, but unissued shares not of the amount of any withholding taxes, may be made in whole or reacquired in part with shares of its Stock as Common Stock. If payment is made with shares of Common Stock, the Optionee, or any other person entitled to exercise the Non-Qualified Option, shall deliver to the Company may elect; providedwith the notice of exercise certificates representing the number of shares of Common Stock tendered in payment for the Shares, howeverduly endorsed for transfer to the Company. If requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person enti tled to exercise the Non-Qualified Option, shall supply the Committee with a written representation and warranty that he has good and marketable title to the shares represented by the certificates, free and clear of liens and encumbrances. The value of the shares of Common Stock tendered in payment for the Shares being purchased shall be their fair market value per share on the date of the Optionee's notice of exercise. Notwithstanding the foregoing, the Company shall have the right to postpone the time of such delivery may be postponed by of the Company Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or association or any federal, state or local law. If and to The Optionee may exercise the extent Non-Qualified Option for less than the total number of Shares for which the Non-Qualified Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, unless the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to remaining Shares exercisable under the Optionee upon the exercise of this Non-Qualified Option is for less than 100 Shares. The Non-Qualified Option may only be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in exercisable for whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Omega Environmental Inc), Non Qualified Stock Option Agreement (Omega Environmental Inc)
Method of Exercise. Prior to its expiration and The Stock Option may be exercised, in whole or in part, to the extent that vested, at any time during the right Option Term by giving written notice of exercise to purchase the Company specifying the number of shares of Common Stock has vested hereundersubject to the Stock Option to be purchased. Such notice shall be accompanied by payment in full of the Option Price by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, this payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned by the Participant of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided, however, that such already owned shares have been held by the Participant for at least six months at the time of exercise or were purchased on the open market. If approved by the Committee, to the extent permitted by applicable law, payment in full or in part may also be exercised from time to time made by written delivering a properly executed exercise notice to the Company, substantially together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the Option Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. No shares of Common Stock shall be delivered until full payment therefor has been made. Except as otherwise provided in Section 5(m) of the form attached hereto Plan, the Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the Participant has given written notice of exercise, has paid in full for such shares and, if requested by the Company, has given the representation described in Section 15(a) of the Plan. As promptly as Exhibit 2practicable after receipt of such written notice of exercise, stating payment in full of the Option Price and receipt of Participant’s representation as described in Section 15(a) of the Plan, if such representation is requested by the Company, the Company shall deliver to the Participant certificates for the number of shares with respect to which this the Stock Option is being exercised and accompanied by either (a) payment has been so exercised, issued in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company Participant’s name or such other place name as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyParticipant directs.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Franklin Bank Corp), Incentive Stock Option Agreement (Franklin Bank Corp)
Method of Exercise. Prior i. Subject to its expiration and to Section 5(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option may be exercised by delivering written notice of intent to so exercise to the Company at its principal office; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by full payment of the Option Price. Payment of the Option Price may be made at the election of the Participant: (w) in cash or its equivalent (e.g., by check); (x) to the extent permitted by the Committee, in Shares having a Fair Market Value as of the payment date equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements imposed by the Committee, provided that such Shares have been held by the Participant for more than six months (or such other period as established from time to time by written notice to the Company, substantially Committee); (y) partially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be deliveredcash and, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed extent permitted by the Company Committee, partially in such Shares; or (z) if there is a public market for the Shares on the payment date, subject to such period rules as may be required for it with reasonable diligence established by the Committee, through the delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee sell Shares obtained upon the exercise of this the Option may be issued on such a noncertificated basis if mutually agreed upon by and to deliver promptly to the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment an amount out of the exercise price may be made in cash proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or cash equivalents or, in accordance other rights of a stockholder with respect to Shares subject to an Option until the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any Participant has given written notice of exercise from of the Optionee to require payment in cash with respect Option, paid the full Option Price for such Shares and, if applicable, satisfied any other requirements imposed by the Committee.
ii. Notwithstanding any other provision of the Plan or this Agreement to the shares contemplated in such notice; contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and providedfederal securities or other laws, further, or under any ruling or regulation of any governmental body or national securities exchange that the Optionee may not make payment Committee determines, in shares of Stock its sole discretion, to be necessary or advisable.
iii. Upon the Committee’s determination that he acquired upon the earlier exercise of Option has been validly exercised as to any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified Shares, the Company shall issue certificates in the Participant’s name for such notice upon tender Shares. However, the Company shall not be liable to any person or entity for damages relating to any delays in issuing the certificates, any loss of delivery thereofthe certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
iv. In the event of the Participant’s death, his right to exercise this the Vested Portion of the Option with respect to such shares not paid for may be terminated shall remain exercisable by the CompanyParticipant’s beneficiary to the extent set forth in Section 5(a). No beneficiary, executor, administrator, heir or legatee of the Participant shall have greater rights than the Participant under this Agreement or otherwise.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Chart Industries Inc), Nonqualified Stock Option Agreement (Chart Industries Inc)
Method of Exercise. Prior This Option shall be exercisable by delivery of (i) an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to its expiration such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and to the extent that the right to purchase shares of Stock has vested hereunder, this Option such other representations and agreements as may be exercised from time to time required by written notice to the Company, substantially Company (ii) a duly executed copy of the Amended and Restated Voting Agreement in the form attached hereto as Exhibit 2B (as such may be amended or restated from time to time, stating the number “Voting Agreement”) and (iii) a duly executed copy of shares with respect the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit C (as such may be amended or restated from time to which this Option is being exercised time, the “ROFR and Co-Sale Agreement”). The Exercise Notice shall be accompanied by either (a) payment in full of the exercise price for the number of shares aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its exercised upon receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for of such period as may be required for it with reasonable diligence to comply fully executed Exercise Notice, the Voting Agreement and the ROFR and Co-Sale Agreement, accompanied by the aggregate Exercise Price, together with any applicable requirements of lawtax withholding. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to No Shares shall be issued pursuant to the Optionee upon the exercise of this an Option may unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be issued considered transferred to Participant on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyShares.
Appears in 2 contracts
Sources: Stock Option Agreement (Rover Group, Inc.), Stock Option Agreement (Rover Group, Inc.)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares (i) The Option shall be exercisable by (i) delivery of Stock has vested hereunder, this Option may be exercised from time to time by a written notice to the Company, substantially (in the form attached hereto as Exhibit 2A) which shall state the election to exercise the Option, stating the number of shares with Shares in respect to of which this the Option is being exercised (the “Exercised Shares”), and accompanied such other representations and agreements as may be required by either (a) payment in full the Company pursuant to the provisions of the exercise price for the number of shares to be delivered, Plan or (ii) if permitted by means of payment acceptable to the Company in accordance with Section 5(c) of the Planits sole discretion, or (b) a description of by executing a “cashless exercise” procedure through the Company’s designated broker. The written notice shall be signed by Optionee and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer shall be delivered in person or issue tax by certified mail to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices stock option administrator of the Company or such other place as and shall be mutually acceptable, a stock certificate or certificates for such shares out accompanied by payment of theretofore authorized but unissued shares or reacquired shares of its Stock the aggregate Exercise Price as the Company may elect; provided, however, that the time of such delivery may to all Exercised Shares. The Option shall be postponed deemed to be exercised upon receipt by the Company for of such period as may be required for it written notice accompanied by such aggregate Exercise Price or, if permitted by the Company, by Optionee’s execution of a “cashless” exercise with reasonable diligence to comply with any applicable requirements of law. If and the Company’s designated broker.
(ii) As a condition to the extent that exercise of the Company also provides Option, Optionee agrees to its shareholders generally a means to hold title to shares on a noncertificated basismake adequate provision for federal, then any shares to be issued to the Optionee state or other tax withholding obligations, if any, which arise upon the exercise of this the Option may or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.
(iii) No Shares will be issued on such a noncertificated basis if mutually agreed upon by pursuant to the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment exercise of the Option unless such issuance and such exercise price may shall comply with all relevant provisions of Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the considered transferred to Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after on the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such shares not paid for may be terminated by the CompanyExercised Shares.
Appears in 2 contracts
Sources: Stock Option Agreement (Openwave Systems Inc), Stock Option Agreement (Openwave Systems Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares This Option shall be exercisable by delivery of Stock has vested hereunder, this Option may be exercised from time to time by written an exercise notice to the Company, substantially in the form attached hereto as Exhibit 2B (the “Exercise Notice”) which shall state the election to exercise the Option, stating the number of shares Shares with respect to which this the Option is being exercised, and such other representations and agreements as may be required by the Company. The Option shall be deemed exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to when the Company receives (i) written or electronic delivery of an executed exercise notice (in accordance with Section 5(cthis Option Agreement and in a form provided by the Company, including the Exercise Notice attached hereto as Exhibit B) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to from the Optionee (or other person entitled to exercise this the Option), deliver(ii) full payment for the Shares with respect to which the Option is exercised, (iii) payment of any required tax withholding; (iv) an executed copy of the Voting Agreement in the form attached hereto as Exhibit A, if required pursuant to Section 1 hereof and (v) any other documents required by this Option Agreement or the Exercise Notice. Full payment may consist of any consideration and method of payment permitted by this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be delivered, issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the Optionee (or other person entitled to exercise this Option)date the Shares are issued, at the principal executive offices except as provided in Section 13 of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of lawPlan. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise Exercise of this Option may be issued on such in any manner shall result in a noncertificated basis if mutually agreed upon decrease in the number of Shares thereafter available for sale under the Option, by the Company and number of Shares as to which the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was Option is exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company.
Appears in 2 contracts
Sources: Stock Option Agreement (Energy & Power Solutions, Inc.), Stock Option Agreement (Energy & Power Solutions, Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 4(a) of this Agreement, the extent that the right to purchase shares Vested Portion of Stock has vested hereunder, this an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and, other than as described in clause (C) or (D) of the following sentence, shall be accompanied by payment in full of the aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent, (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice to the CompanyCommittee or generally accepted accounting principles), substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option (C) if there is being exercised and accompanied by either (a) payment in full of the exercise price a public market for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), Shares at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of payment, subject to such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to sell the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee Shares otherwise deliverable upon the exercise of the Option and deliver promptly to the Company an amount equal to the aggregate Option Price, or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be issued on exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such a noncertificated basis if mutually agreed upon laws, rulings or regulations.
(iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Participant of the exercise price may be made in cash or cash equivalents or, in accordance with certificates.
(iv) In the terms and conditions of Section 5(c) event of the PlanParticipant’s death, in whole the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or in part in shares of Common Stock of the Company; providedadministrator, however, that the Compensation Committee or the full Board person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent setforth in such notice; Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and providedconditions hereof.
(v) Without limiting the generality of Section 12, further, that as a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock optionOption evidenced by this Agreement, unless he has held the shares until at least two years after Participant shall execute the date Stockholders Agreement and the incentive stock option was granted Restrictive Covenant Agreement, which shall be substantially the forms attached hereto as Exhibits A and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereofB, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyrespectively.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Affinia Group Intermediate Holdings Inc.), Nonqualified Stock Option Agreement (Affinia Group Intermediate Holdings Inc.)
Method of Exercise. Prior to its expiration and to (a) The Vested Portion of the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time by delivering to time by the Company at its principal office written notice of intent so to the Company, substantially in the form attached hereto as Exhibit 2, stating exercise. Such notice shall specify the number of shares with respect to Shares for which this the Option is being exercised (the “Purchased Shares”) and shall be accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, Option Price in cash or by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, check or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may electwire transfer; provided, however, that with the time written consent of the Committee (which consent may be withheld for any or no reason), payment of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the aggregate exercise price may instead be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Planmade, in whole or in part in part, by (A) the delivery to the Company of a certificate or certificates representing Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares of Common Stock to be valued on the basis of the Company; providedaggregate Fair Market Value thereof on the date of such exercise), howeveror (B) by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate exercise price in respect of the Purchased Shares, provided that the Compensation Company is not then prohibited from purchasing or acquiring such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the full Board Plan or this Agreement.
(b) Notwithstanding any other provision of Directorsthe Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise and prior to the completion of the exercise, the Participant will be required to affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee.
(c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. Such certificates will be held by the Company on behalf of the Participant until such time as the Shares represented by such certificates are transferred as permitted by the Stockholders Agreement.
(d) In the event of the Participant’s death or Disability, the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, reserves for the right upon receipt period set forth in Section 2(d) (and the term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of any written notice of exercise from the Optionee to require payment in cash with respect Participant shall take rights herein granted subject to the shares contemplated in such notice; terms and providedconditions hereof.
(e) In consideration of the grant of this Option, furtherthe Participant agrees that, that as a condition to the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee to purchase Shares (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise whether this Option or any other option), the Participant shall, with respect to such shares not paid for may be terminated by Shares, have become a party to the CompanyStockholders Agreement.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Method of Exercise. Prior to its expiration and Subject to the extent that terms and conditions of this Agreement, the right to purchase shares of Stock has vested hereunder, this Option may be exercised from time to time by written notice to the CompanyCompany (the “Exercise Notice”) at its offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit 2▇▇▇▇▇ ▇▇▇, stating the number of shares with respect to which this Option is being exercised and accompanied by either ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as which are hereinafter designated by the Company) to the attention of the Secretary of the Company. The Exercise Notice (i) shall state (A) the election to exercise the Option and (B) the total number of full shares in respect to which it is being exercised, and (ii) shall be mutually acceptable, a stock certificate signed by the person or persons exercising the Option. Optionee shall pay the total amount due resulting from such exercise in any of the following forms: (i) by certified or cashier’s check for the full amount of the purchase price of such shares; (ii) by delivery of certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Previously-Acquired Shares (or deemed delivery based on attestation to the ownership of Previously-Acquired Shares) having a Fair Market Value equal to the total payment due from Optionee; (iii) through a simultaneous exercise of Optionee’s Option and sale of the shares of Common Stock as the Company may elect; provided, however, that the time of such delivery may be postponed hereby acquired pursuant to a brokerage arrangement approved in advance by the Company for such period as may be required for it with reasonable diligence Committee to comply with any applicable requirements of law. If and to the extent that the Company also provides to assure its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance conformity with the terms and conditions of Section 5(cthe Plan; or (iv) by a combination of the Planmethods described in (i), (ii) and (iii) above. To the extent applicable, Optionee shall also pay the amount, in whole cash, of any federal, state and local income, Social Security and Medicare taxes required to be withheld as a result of the exercise, unless Optionee delivers Previously-Acquired Shares or elects to have the Company withhold from the shares purchased, shares having a Fair Market Value equal to such required tax withholding amount. The value of any shares withheld may not be in part in excess of the amount of taxes required to be withheld by the Company determined by applying the applicable minimum statutory withholding tax rates. Upon receipt of the foregoing, the Company shall issue the shares of Common Stock of as to which the Company; providedOption has been duly exercised and shall return the Stock Option Certificate, howeverduly endorsed to reflect such exercise, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyOptionee.
Appears in 1 contract
Method of Exercise. Prior to its expiration and (a) Subject to the extent that terms and conditions of this Agreement, the right to purchase shares of Stock has vested hereunder, this Option may be exercised by giving notice to the Company (the “Exercise Notice”) by such electronic or telephonic procedure as the Company has established or may establish from time to time (including procedures provided by written notice a third party engaged by the Company to provide administrative services related to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliveror, or cause if no such procedures are then in effect, in writing to be deliveredits offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to the Optionee ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as which are hereinafter designated by the Company) to the attention of the Secretary of the Company. The Exercise Notice (i) shall state (A) the election to exercise the Option and (B) the total number of full shares in respect to which it is being exercised, and (ii) shall be mutually acceptable, a stock certificate signed by the person or persons exercising the Option.
(b) Optionee shall pay the total amount due resulting from such exercise in any of the following forms: (i) by certified or cashier’s check for the full amount of the purchase price of such shares; (ii) by delivery of certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Previously-Acquired Shares (or deemed delivery based on attestation to the ownership of Previously-Acquired Shares) having a Fair Market Value equal to the total payment due from Optionee; (iii) through a simultaneous exercise of Optionee’s Option and sale of the shares of Common Stock as the Company may elect; provided, however, that the time of such delivery may be postponed hereby acquired pursuant to a brokerage arrangement approved in advance by the Company for such period as may be required for it with reasonable diligence Committee to comply with any applicable requirements of law. If and to the extent that the Company also provides to assure its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance conformity with the terms and conditions of Section 5(cthe Plan; or (iv) by a combination of the Planmethods described in (i), (ii) and (iii) above. To the extent applicable, Optionee shall also pay the amount, in whole cash, of any federal, state and local income, Social Security and Medicare taxes required to be withheld as a result of the exercise, unless Optionee delivers Previously-Acquired Shares or elects to have the Company withhold from the shares purchased, shares having a Fair Market Value equal to such required tax withholding amount. The value of any shares withheld may not be in part in excess of the amount of taxes required to be withheld by the Company determined by applying the applicable minimum statutory withholding tax rates. Upon receipt of the foregoing, the Company shall issue the shares of Common Stock as to which the Option has been duly exercised.
(c) In the discretion of the Committee, any shares issued upon exercise of the Option may be non-certificated and, accordingly, issuances and transfers shall be reflected on the stock ledger books and records of the Company and no certificate of shares of Common Stock in respect of Optionee’s shares will be issued to Optionee, to the extent not prohibited by applicable law, the Company; provided’s certificate of incorporation and by-laws, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt rules of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyexchange.
Appears in 1 contract
Method of Exercise. Prior (i) Subject to its expiration the terms and conditions of this Agreement, to the extent that the right to purchase shares of Stock has vested hereunderaccrued, this the Option may be exercised exercised, in whole or part, from time to time time, by written notice to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(cthe procedure prescribed herein. Each notice shall (x) state the election to exercise the Option and the number of the Planshares in respect of which it is being exercised; and (y) be accompanied by payment, by cash or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax certified check payable to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices order of the Company or such other place as in the amount of the purchase price for the shares being purchased in the event Mr. Hallauer elects to exercise by pa▇▇▇▇▇ ▇▇ ▇▇▇ exercise. In the event Mr. Hallauer elects for cashless exer▇▇▇▇ ▇▇ ▇▇▇ Option, the notice shall be mutually acceptable, a stock certificate or certificates for such shares out so state and the Company will calculate the amount of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon withheld in payment for the exercise of this Option may be issued on such a noncertificated basis if mutually agreed the option price based upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment closing sales price of the Stock on the dates elected by Mr. Hallauer to exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of Option a▇▇ ▇▇▇▇ ▇▇▇▇ver the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in remaining shares of Stock to Mr. Hallauer.
(ii) The certific▇▇▇ ▇▇ ▇▇▇▇▇ficates for shares of Stock as to which the Options shall be exercised will be registered in the name of Mr. Hallauer and will bear the follow▇▇▇ ▇▇▇▇▇▇: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, or otherwise disposed of except as expressly permitted under the terms of that he acquired upon the earlier exercise certain Stock Option Agreement, dated as of any incentive stock optionAugust 25, unless he has held the shares until at least two years after the date the incentive stock option was granted 1997, between IAT Multimedia, Inc. and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the CompanyReiner Hallauer."
Appears in 1 contract
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option Options may be exercised by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided, -------- that, the Options may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Options are being exercised and shall be accompanied by payment in full of the Option Price. The purchase price for the Shares as to which Options are exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (A) in cash or its equivalent (e.g., by check); (B) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, -------- that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by written notice the Committee in order to the Company, substantially avoid adverse accounting treatment applying generally accepted accounting principles); (C) partly in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised cash and accompanied by either partly in such Shares; or (aD) payment in full of the exercise price if there should be a public market for the number of shares Shares at such time, subject to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through the delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all withholding taxes relating to the exercise.
(ii) Notwithstanding any other provision of the Plan or this Option Agreement to the contrary, unless there is an available exemption from such registration or qualification requirements, the Options may not be issued on exercised prior to the completion of any registration or qualification of the Options or the Shares that is required to comply with applicable state and federal securities laws or any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable.
(iii) Upon the Company's determination that the Options have been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
(iv) Should the Participant die while holding the Options, the Vested Portion of the Options shall remain exercisable by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash Participant's executor or cash equivalents oradministrator, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereofParticipant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to exercising the Options, his right the Participant shall become a party to exercise this Option with respect to such shares not paid for may be terminated by the CompanySubscription Agreement.
Appears in 1 contract
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this This Option may shall be exercised from time to time exercisable by written notice to the CompanySecretary of the Corporation on the Incentive Stock Option Exercise Form provided herewith which shall:
(i) state the election to exercise the Option, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option it is being exercised and accompanied by either (a) payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such noticeexercised, the Company shall, without transfer or issue tax to person in whose name the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares Common Stock is to be registered, his address and Social Security number (or reacquired shares of its Stock as if more than one, the Company may elect; providednames, however, that the time addresses and Social Security numbers of such delivery may persons);
(ii) be postponed signed by the Company person or persons entitled to exercise the Option and, if the Option is being exercised by any person or person other than the Optionee, be accompanied by proof, satisfactory to counsel for the Corporation, of the right of such period as may person or persons to exercise the Option;
(iii) be required for it with reasonable diligence to comply with any applicable requirements of law. If in writing and delivered in person or by certified mail to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee upon the exercise of this Option may be issued on such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment Secretary of the exercise price may Corporation at its executive office located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary; and
(iv) be made in cash or cash equivalents or, in accordance with accompanied by payment for the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock with respect to which the Option is being exercised. Payment in full of the Company; providedpurchase price for shares of Common Stock purchased pursuant to the exercise of the Option shall be made to the Corporation upon exercise of the Option. Payment for shares may be made by the Optionee (i) in cash or by cashier’s check, howeverbank draft or postal or express money order, that or (ii) by delivery of certificates representing shares of Common Stock theretofore owned by the Compensation Committee Optionee duly endorsed for transfer to the Corporation, plus any required amount to meet any tax withholding requirements of federal and/or state law, or (iii) any combination of the full Board foregoing. This Option shall be deemed to have been exercised immediately prior to the close of Directors, as business on the case may be, reserves the right upon receipt of any date (i) written notice of such exercise from and (ii) payment in full of the purchase price for the number of shares for which Options are being exercised, are both received by the Corporation, and the Optionee to require payment in cash with respect to shall be treated for all purposes as the shares contemplated in record holder of such notice; and provided, further, that the Optionee may not make payment in shares of Common Stock that he acquired upon the earlier exercise as of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companydate.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Southern National Bancorp of Virginia Inc)
Method of Exercise. Prior to its expiration and to the extent that the right to purchase shares of The Stock has vested hereunder, this Option may be exercised from time to time in whole or in part, by giving written or electronic notice of exercise to the Company, substantially in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised and accompanied by either (a) payment in full of the exercise price for specifying the number of shares to be deliveredpurchased. Payment of the purchase price may be made by one or more of the following methods as provided in the Award Certificate:
(i) In cash, by means certified or bank check or other instrument acceptable to the Administrator;
(ii) Through the delivery (or attestation to the ownership) of payment shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;
(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in accordance the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with Section 5(csuch procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or
(iv) of the Plan, or (b) a description of By a “cashless net exercise” procedure and such other documents and undertakings as are necessary arrangement pursuant to satisfy that procedure. As soon as practicable after its receipt of such notice, which the Company shall, without will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. Payment instruments will be received subject to collection. The transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to optionee on the Optionee (or other person entitled to exercise this Option), at the principal executive offices records of the Company or such other place as shall of the transfer agent of the shares of Stock to be mutually acceptable, purchased pursuant to the exercise of the Stock Option will be contingent upon receipt from the optionee (or a stock certificate or certificates purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares out and the fulfillment of theretofore authorized but unissued shares any other requirements contained in the Award Certificate or reacquired shares applicable provisions of its Stock as laws (including the Company may elect; provided, however, that the time satisfaction of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If and to the extent withholding taxes that the Company also provides is obligated to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued withhold with respect to the Optionee optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of this the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be issued on permitted through the use of such a noncertificated basis if mutually agreed upon by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board of Directors, as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Companyan automated system.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Zendesk, Inc.)
Method of Exercise. Prior (i) Subject to its expiration and to Section 3(a), the extent that Vested Portion of the right to purchase shares of Stock has vested hereunder, this Option Options may be exercised by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided, that, the -------- Options may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Options are being exercised and shall be accompanied by payment in full of the Option Price. The purchase price for the Shares as to which Options are exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (A) in cash or its equivalent (e.g., by check); (B) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the -------- Participant for no less than six months (or such other period as established from time to time by written notice the Committee in order to the Company, substantially avoid adverse accounting treatment applying generally accepted accounting principles); (C) partly in the form attached hereto as Exhibit 2, stating the number of shares with respect to which this Option is being exercised cash and accompanied by either partly in such Shares; or (aD) payment in full of the exercise price if there should be a public market for the number of shares Shares at such time, subject to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period rules as may be required for it with reasonable diligence established by the Committee, through the delivery of irrevocable instructions to comply with any applicable requirements of law. If and a broker to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued to the Optionee sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all withholding taxes relating to the exercise.
(ii) Notwithstanding any other provision of the Plan or this Option Agreement to the contrary, unless there is an available exemption from such registration or qualification requirements, the Options may not be issued on exercised prior to the completion of any registration or qualification of the Options or the Shares that is required to comply with applicable state and federal securities laws or any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable.
(iii) Upon the Company's determination that the Options have been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant's name for such a noncertificated basis if mutually agreed upon Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
(iv) Should the Participant die while holding the Options, the Vested Portion of the Options shall remain exercisable by the Company and the Optionee and otherwise permissible under applicable law and the rules of any applicable stock exchange. Payment of the exercise price may be made in cash Participant's executor or cash equivalents oradministrator, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company; provided, however, that the Compensation Committee or the full Board person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of Directors, descent and distribution as the case may be, reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated extent set forth in such notice; and provided, further, that the Optionee may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date the incentive stock option was granted and at least one year after the date the incentive stock option was exercisedSection 3(a). If the Optionee (Any heir or other person entitled to exercise this Option) fails to pay for and accept delivery of all legatee of the shares specified in such notice upon tender of delivery thereofParticipant shall take rights herein granted subject to the terms and conditions hereof.
(v) As a condition to exercising the Options, his right the Participant shall become a party to exercise this Option with respect to such shares not paid for may be terminated by the CompanySubscription Agreement.
Appears in 1 contract
Sources: Option Agreement (Cbre Holding Inc)