Manner of Exercise and Payment Clause Samples

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company (or his or her designee), at its principal executive office. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall be for whole shares of Common Stock only. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be ...

Manner of Exercise and Payment. The Option may be exercised only by written notice to the Company by the Optionee of the Optionee's intent to exercise the Option, delivered to the Company at its principal office, specifying the number of shares with respect to which the Option is being exercised, accompanied by full payment for such shares: (a) in cash or its equivalent; (b) with the consent of the Board, by tendering shares of Common Stock valued at their fair market value at the time of exercise; or (c) with the consent of the Board, by any combination of (a) and (b).

Manner of Exercise and Payment. Subject to the terms and conditions of this Agreement and the Plan, this Option may be exercised by delivery of written notice to the Administrator, at the Company’s principal executive office in the form of Annex B. Such notice shall state (i) that the person exercising this Option is entitled to exercise this Option, (ii) that such person is electing to exercise this Option and (iii) the number of Shares in respect of which this Option is being exercised. The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Option until this Option shall have been exercised pursuant to the terms of this Agreement and the Participant shall have paid the full Option Price for the number of Shares in respect of which this Option was exercised. The Option Price of the Shares as to which an Option shall be exercised shall be paid to the Company at the time of exercise in cash or by such other method approved by the Administrator, in is sole discretion, as may be allowed under applicable law.

Manner of Exercise and Payment. Subject to the provisions of Paragraph 3 hereof, the Option may be exercised only by written notice to the Company, served upon the Secretary of the Company at its office at West Bend, Wisconsin, specifying the number of shares in respect to which the Option is being exercised. Subject to the provisions of this Agreement, the notice of exercise must be accompanied by full payment of the option price of the shares being purchased (i) in cash or by certified check or bank draft; (ii) by tendering previously acquired shares of Common Stock (valued at their “fair market value” as determined in the manner provided below); or (iii) by any combination of the means of payment set forth in subparagraphs (i) and (ii). For purposes of this Paragraph 4, the “fair market value” of a share of Common Stock shall be equal to the last per share sale price of such Common Stock as reflected on The Nasdaq Stock Market on the trading day next preceding the date of exercise; provided, however, that if the principal market for the shares of Common Stock is then a national securities exchange, the “fair market value” shall be the closing price per share for the Common Stock on the principal securities exchange on which the Common Stock is traded on the trading date next preceding the date of exercise, or, in either case above, if no trading occurred on the trading date next preceding the exercise date, then the “fair market value” per share of Common Stock shall be determined with reference to the next preceding date on which the Common Stock was traded. For purposes of subparagraphs (ii) and (iii) above, the term “previously acquired shares of Common Stock” shall only include Common Stock owned by the Optionee for at least six months prior to the exercise of the Option and shall not in any event include shares of Common Stock which are being acquired pursuant to the exercise of the Option. No shares shall be issued until full payment therefor has been made.

Manner of Exercise and Payment. 4.1 To exercise the Option, the Optionee must deliver a completed copy of the OPTION EXERCISE FORM, attached hereto as EXHIBIT A, to the address indicated on such Form or such other address designated by the Company from time to time. The Option may be exercised in whole or in part with respect to the vested Shares; provided, however, the Committee may establish a minimum number of Shares (e.g., 100) for which an Option may be exercised at a particular time. Within thirty (30) days of delivery of the Option Exercise Form, the Company shall deliver certificates evidencing the Shares to the Optionee, duly endorsed for transfer to the Optionee, free and clear of all liens, security interests, pledges or other claims or charges. Contemporaneously with the delivery of the Option Exercise Form, Optionee shall tender the Option Exercise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Committee pursuant to the Plan. 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. In order to exercise this Option, the Optionee (or such other person entitled to exercise the Option as provided in Paragraph 3) must provide a written notice to the Company stating that the Optionee would like to exercise all or a portion of the Option and specifying the number of vested Optioned Shares which are being purchased. The exercise notice must be delivered (in person or by mail) to the Secretary of the Company. The written notice must be, in the case of clauses (a), (b) and (c) below, accompanied by payment equal to the number of Optioned Shares being purchased multiplied by the option price or, in the case of clause (d) below, accompanied by the documents specified in such clause (d), which will result in payment to the Company on the settlement date (i.e., T+3) equal to the number of Optioned Shares being purchased multiplied by the option price. Subject to such rules and restrictions as the Committee may prescribe, payment may be made, at the Optionee’s election: (a) in cash or by certified check payable to the Company; (b) by delivering previously acquired shares of Common Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with a fair market value at the time of exercise, as determined by the Committee, equal to the required payment amount; (c) by any combination of (a) and (b); or (d) by delivering to the Company or its designated agent an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Optioned Shares to be exercised and to deliver the sale or margin proceeds directly to the Company to pay the option price. Option exercise notices postmarked (if mailed) or received by the Secretary of the Company (if by facsimile or hand-delivery) prior to 11:59 p.m. (central time) of the date specified in Paragraph 3 shall be given effect. Any notice postmarked or received after such time shall be null and void.

Manner of Exercise and Payment. You may exercise the Options, in whole or in part, to purchase a whole number of vested shares at any time, by following the exercise procedures set up by the Company. All exercises must take place before the Options expire, or such earlier date as is set out in Article 6, following your death, Disability, Retirement or your ceasing to be an employee. The number of shares you may purchase as of any date cannot exceed the total number of shares vested by that date, less any shares you have previously acquired by exercising the Options.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice of exercise to the Company, at its principal executive office. Such notice shall be signed by the Participant and shall state that the Participant is electing to exercise the Option and the number of shares in respect of which the Option is being exercised. 5.2 The notice of exercise shall be accompanied by the full purchase price for the shares in respect of which the Option is being exercised, in (i) cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Participant or (ii) by transferring to the Company shares of Class A Common Stock, Common Stock or Class B Stock of the Company held by the Participant for at least six months prior to the exercise of the Option and having a Fair Market Value on the date of exercise equal to the cash amount for which such shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the shares of Stock in respect of which the Option is being exercised, the Company shall take such action as may be necessary to effect the transfer to the Participant of the number of shares of Stock as to which such exercise was effective. 5.4 The Participant shall not be deemed to be the owner of, or to have any of the rights of an owner with respect to any shares of Stock subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement, (ii) the Company shall have issued and delivered the shares to the Participant, and (iii) the Participant’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Participant shall have full voting and other ownership rights with respect to such shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of notice of exercise to iParty (in the form required by iParty), specifying the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) with cash, certified check or bank check, and (ii) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “fair market value” equal to the total Option exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion of the Board, the exercise price of the option may also be paid by one or more of the following methods: (i) surrender of shares of Common Stock (having a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instances, to the extent permitted by applicable law. The Grantee’s subsequent transfer or disposition of any shares of Common Stock acquired upon exercise of the Option shall be subject to any Federal and state laws then applicable, specifically securities law, and the terms and conditions of this Plan. 5.3 Upon receipt of notice of exercise and full payment for the shares in respect of which the Option is being exercised, iParty shall, subject to any applicable law, take such action as may be necessary to effect the transfer to the Grantee of the number of shares as to which such exercise was effective. 5.4 Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee shall be the hol...