Common use of Automatic Exercise upon Expiration Clause in Contracts

Automatic Exercise upon Expiration. Notwithstanding any other provision of this Option Agreement (other than this Section 5(c)), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Purchase Price of the Option by at least $.01 (such expiring portion of the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), the Participant will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it is then vested and has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section 5(c); provided that, if such automatic exercise would result in the issuance of less than one whole share of Common Stock to the Participant following the reduction for the Purchase Price and withholding described in the following sentence, then the Option shall not be automatically exercised pursuant to this Section 5(c). In the event of an automatic exercise pursuant to this Section 5(c), the Company will reduce the number of shares of Common Stock issued to the Participant upon such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) the Participant’s Purchase Price obligation for the Auto-Exercise Eligible Option, and (2) the applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise in accordance with the procedures of Section 15.3 of the Plan (unless the Committee deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as determined in accordance with the Plan. The Participant may notify the Plan record-keeper in writing in advance that the Participant does not wish for the Auto-Exercise Eligible Option to be exercised and, if such advance notification is provided, the automatic exercise shall not apply. This Section 5(c) shall not apply to the Option to the extent that this Section 5(c) causes the Option to fail to qualify for favorable tax or accounting treatment under applicable law or accounting standards. In its discretion, the Company may determine to cease automatically exercising some or all stock options, including the Option, at any time. The Participant understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 5(c) is provided solely as a convenience to the Participant as protection against the Participant’s inadvertent failure to exercise all or any portion of an in-the-money Option that is vested and exercisable before such Option expires under this Option Agreement. Because any exercise of all or any portion of the Option is solely the Participant’s responsibility, the Participant hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Committee and the Company’s employees and agents) arising out of or relating to the automatic exercise procedure pursuant to this Section 5(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires.

Automatic Exercise upon Expiration. Notwithstanding any other provision If this Warrant shall not have been exercised in full as to the shares that have vested pursuant to Sections 2.2 (the "Vested Shares") on or before the end of this Option Agreement the Exercise Period (other than this Section 5(c)the "Termination Date"), then this Warrant shall be automatically exercised, without further action on the last trading day on which all or a portion part of the outstanding Option may Holder hereof, in full as to the Vested Shares (and the Holder hereof shall be exercised, if deemed to be a Holder of the Exercise Shares issued upon such automatic exercise) on and as of the close of trading Termination Date, unless at any time on such day or before the then Fair Market Value of a share of Common Stock exceeds Termination Date the per share Purchase Price of the Option by at least $.01 (such expiring portion of the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), the Participant will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it is then vested and has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions Holder of this Section 5(c); provided that, if Warrant shall notify the Company in writing that no such automatic exercise would result is to occur. Payment of the Exercise Price due in the issuance of less than one whole share of Common Stock to the Participant following the reduction for the Purchase Price and withholding described in the following sentence, then the Option shall not be automatically exercised pursuant to this Section 5(c). In the event of an connection with any such automatic exercise pursuant to this section shall be made by virtue of the net exercise provisions set forth in Section 5(c)2.1 of this Warrant, if applicable, unless at any time on or before the Termination Date the Holder of this Warrant shall notify the Company that such Holder elects one of the other payment options set forth herein or if the net exercise provisions set forth in Section 2.1 are for any reason inapplicable, the Holder shall be obligated to deliver the Exercise Price to the Company in cash. As promptly as practicable following any such automatic exercise, and in any event within thirty (30) days after the date that the Holder of this Warrant surrenders this Warrant to the Company for cancellation together with any required consideration therefor, the Company will reduce the number of shares of Common Stock shall cause to be issued and delivered to the Participant Holder hereof a certificate registered in the name of the Holder hereof (unless the Holder shall specifically instruct the Company otherwise) representing the Exercise Shares (or other security issuable upon the exercise hereof) issued in connection with such automatic exercise of this Warrant minus the Auto-number of Exercise Eligible Option in an amount necessary to satisfy (1) the Participant’s Purchase Price obligation for the Auto-Exercise Eligible Option, and (2) the applicable Federal, state, local andShares, if applicableany, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise applied in accordance with the procedures of Section 15.3 payment of the Plan (unless the Committee deems that a different method of satisfying the tax withholding obligations is practicable and advisable), Exercise Price as provided in each case based on the Fair Market Value of the Common Stock as determined in accordance with the Plan. The Participant may notify the Plan record-keeper in writing in advance that the Participant does not wish for the Auto-Exercise Eligible Option to be exercised and, if such advance notification is provided, the automatic exercise shall not apply. This Section 5(c) shall not apply to the Option to the extent that this Section 5(c) causes the Option to fail to qualify for favorable tax or accounting treatment under applicable law or accounting standards. In its discretion, the Company may determine to cease automatically exercising some or all stock options, including the Option, at any time. The Participant understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 5(c) is provided solely as a convenience to the Participant as protection against the Participant’s inadvertent failure to exercise all or any portion of an in-the-money Option that is vested and exercisable before such Option expires under this Option Agreement. Because any exercise of all or any portion of the Option is solely the Participant’s responsibility, the Participant hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Committee and the Company’s employees and agents) arising out of or relating to the automatic exercise procedure pursuant to this Section 5(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires2.1.