Common use of Method of Option Exercise Clause in Contracts

Method of Option Exercise. Subject to this Agreement and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or by attestation, Shares acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement and the Plan, on and after the Vesting DateAgreement, the Option Options may be exercised in whole or in part with respect by written notice to the number of Covered Shares which become vested pursuant Corporation at its Employee offices to Sections 2 or 4 above as the attention of the Vesting Date by filing a written notice with the Corporate Secretary of the Company at its corporate headquarters prior to Corporation (the Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date“Secretary”). Such notice shall specify state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of the number of shares of Stock which the Participant elects to purchase, duly endorsed for transfer and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated owned by the Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or by attestation, Shares acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having Employee which have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (valued iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise) that is equal to , as reported on the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any primary securities exchange on which the Stock is traded. If then traded (if the Company makes Stock is not then publicly traded on a securities exchange, the Compensation Committee shall determine the Fair Market Value of such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulationsStock at its complete discretion). In making any determination hereunderaddition to and at the time of payment of the purchase price, the Company person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may rely on also be made in the opinion form of counsel for payroll withholding, at the Companyelection of the option holder.

Method of Option Exercise. Subject to this Agreement the Option Terms and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall specify the number of shares of Stock Covered Shares which the Participant elects to purchase, and shall be accompanied by by, or followed within ten days of delivery thereof, payment of the Exercise Price for such shares of Stock Covered Shares indicated by the Participant’s election. Payment shall may be by cash or or, subject to limitations imposed by check payable to the Company. Except applicable law, by such means as otherwise provided by the Committee before the Option is exercised: from time to time may permit, including, (i) all by delivery or attestation of Mature Shares (valued at their Fair Market Value); (ii) by delivery of a portion properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary to pay the exercise price from the sale; (iii) by delivery of any other consideration that the Committee deems appropriate and in compliance with applicable law; or (iv) by delivery of any combination of the Exercise Price may be paid by the Participant by tenderingforegoing, by either actual delivery of shares or by attestation, Shares acceptable to as the Committee (including shares otherwise distributable pursuant may allow from time-to-time. Unless prior to the exercise of the Option) having an aggregate Fair Market Value (valued as Option the shares issuable upon such exercise have been registered with the Commission pursuant to the Securities Act, the notice of exercise shall be accompanied by a representation or agreement of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (individual or a sufficient portion of the shares) acquired upon exercise of entity exercising the Option and remit to the Company to the effect that such shares are being acquired for investment purposes and not with a sufficient portion view to the distribution thereof, and such other documentation as may be required by the Company, unless in the opinion of counsel to the sale proceeds Company such representation, agreement or documentation is not necessary to pay comply with any such act. The Company shall not be obligated to deliver any Company Stock until the entire Exercise Price and any tax withholding resulting from shares have been listed on each securities exchange or market on which the Company Stock may then be listed or until there has been qualification under or compliance with such exercisefederal or state laws, rules or regulations as the Company may deem applicable. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal federal securities laws or the rules and regulations of any securities exchange on which the Company Stock is traded. If traded and shall not be exercisable during any blackout period established by the Company makes such a determination, it shall use all reasonable efforts from time to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Companytime.

Method of Option Exercise. (a) Subject to this the Agreement and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company’s 's close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s 's election. . (b) Payment shall be by cash or by check payable to the Company. Except , or, alternatively, as otherwise provided follows to the extent permitted by the Committee before at the Option is exercised: time of exercise: (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or of Stock owned by attestation, Shares the Participant and acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and ; (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise or, (iii) the Participant may pay the Exercise Price by authorizing the Company to withhold shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option having an aggregate Fair Market Value (valued as of the date of exercise. ) that is equal to the amount of cash that would be required to pay the entire Exercise Price and any tax withholding resulting from such exercise. (c) The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

Method of Option Exercise. Subject to this Agreement and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or of Stock owned by attestation, Shares the Participant and acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

Method of Option Exercise. Subject to this Agreement and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company or his designee at its corporate headquarters prior to the Company’s 's close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s 's election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: Board, (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or of Stock owned by attestation, Shares the Participant and acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) Board having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. Any certificate representing shares of Stock issued upon exercise of this Option shall contain such legends as the Company shall in its discretion require.

Method of Option Exercise. Subject to this Agreement and the Plan, on and after the Vesting Date, the The Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary Chief Financial Officer of the Company at its corporate headquarters prior to the Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and shall (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s 's election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided , or, upon request of the Participant but only if approved by the Committee before the Option is exercisedCompany in its sole discretion after receipt of such request: (ia) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or by attestation, Shares of Stock acceptable to the Committee Company (including including, if the Company so approves, the withholding of shares otherwise distributable pursuant to the issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and or (iib) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not Issuance of shares of Stock upon the exercise of the Options may be exercisable if and effected on a noncertificated basis, to the extent the Company determines that such exercise would violate not prohibited by applicable state or Federal securities laws law or the applicable rules and regulations of any securities stock exchange on which or a national market system, including without limitation the Nasdaq National Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the CompanyMarket.

Method of Option Exercise. Subject to this Agreement and the Plan, on and after the Vesting Date, the Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice with the Secretary of the Company at its corporate headquarters prior to the Company’s 's close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Option Expiration Date. Such notice shall specify the number of shares of Common Stock which the Participant Grantee elects to purchase, and shall be accompanied by payment of the Exercise Option Price for such shares of Common Stock indicated by the Participant’s Grantee's election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Option Price may be paid by the Participant Grantee by tendering, by either actual delivery of shares or of Common Stock owned by attestation, Shares the Grantee and acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having an aggregate Fair Market Value fair market value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant Grantee may pay the Exercise Option Price by authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the Non-Qualified Stock Option Agreement sale proceeds to pay the entire Exercise Option Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Common Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.