Broker-Assisted Cashless Exercise. You may instruct the Company to deliver the Shares issuable upon exercise to a broker (acceptable to the Company); you must give the broker irrevocable instructions to sell enough Shares to pay the Exercise Price and to deliver the Exercise Price to the Company. For purposes of a broker-assisted cashless exercise, the Shares are deemed to have a Fair Market Value on the Option exercise date equal to the price at which the broker sold the Shares to pay the Exercise Price. (Because of the rules prohibiting directors and executive officers from receiving loans or other extensions of credit from the Company, directors and executive officers of the Company are not eligible to use the cashless exercise method.) All or part of the Option is deemed exercised when the Administrator receives (i) your (or your Beneficiary’s) Notice of Exercise and (ii) full payment for the Shares with respect to which the Option is exercised. The Administrator or the Company may for any reason decline to accept payment by exchange of Shares, or may impose such limitations or restrictions on the form of payment as it deems advisable. Withholding If you received the Option as an employee, the Company must withhold income and employment taxes when you (or your Beneficiary) exercise the Option. The Company may either (i) require you (or your Beneficiary) to remit to the Company cash and/or Shares in an amount sufficient to satisfy all federal, state, and local withholding obligations, or (ii) upon your request and with approval from the Administrator, withhold Shares that would otherwise be delivered. As set forth in Section 10.8(a) of the Plan, you remain responsible at all times for paying any federal, state, and local income and employment taxes with respect to this Award. Txxxxxx.Xxx is not responsible for any liability or penalty that you incur by failing to make timely payments of tax. Nontransferability Unless the Administrator determines otherwise, you may not transfer the Option, except by will or the laws of descent or distribution. (The person(s) to whom the Option is passed by will or the laws of descent or distribution is your Beneficiary.) However, if approved by the Administrator (subject to terms and conditions that the Administrator may establish), and provided that this Option is a Nonstatutory Stock Option, you may transfer all or part of the Option to a member of your immediate family (i.e., spouse, child, stepchild, grandchild, parent, grandparent, or sibling).
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Samples: Stock Option Agreement (Traffic.com, Inc.), Executive Stock Option Agreement (Traffic.com, Inc.)
Broker-Assisted Cashless Exercise. You may instruct the Company to deliver the Shares issuable upon exercise to a broker (acceptable to the Company); you must give the broker irrevocable instructions to sell enough Shares to pay the Exercise Price and to deliver the Exercise Price to the Company. For purposes of a broker-assisted cashless exercise, the Shares are deemed to have a Fair Market Value on the Option exercise date equal to the price at which the broker sold the Shares to pay the Exercise Price. (Because of the rules prohibiting directors and executive officers them from receiving loans or other extensions of credit from the Company, directors and executive officers of the Company are not eligible to use the cashless exercise method.) All or part of the Option is deemed exercised when the Administrator Committee receives (i) your (or your Beneficiary’s) Notice of Exercise and (ii) full payment for the Shares with respect to which the Option is exercised. NationsHealth, Inc. 2005 Long-Term Incentive Plan Stock Option Agreement The Administrator Committee or the Company may for any reason decline to accept payment by exchange of Shares, or may impose such limitations or restrictions on the form of payment as it deems advisable. Withholding If you received the Option as an employee, the Company must withhold income and employment taxes when you (or your Beneficiary) exercise the Option. The Company may either (i) require you (or your Beneficiary) to remit to the Company cash and/or Shares in an amount sufficient to satisfy all federal, state, and local withholding obligations, or (ii) upon your request and with approval from the AdministratorCommittee, withhold Shares that would otherwise be delivered. As set forth in Section 10.8(a10.7(a) of the Plan, you remain responsible at all times for paying any federal, state, and local income and employment taxes with respect to this Award. Txxxxxx.Xxx NationsHealth is not responsible for any liability or penalty that you incur by failing to make timely payments of tax. Nontransferability Unless the Administrator Committee determines otherwise, you may not transfer the Option, except by will or the laws of descent or distribution. (The person(s) to whom the Option is passed by will or the laws of descent or distribution is your Beneficiary.) However, if approved by the Administrator Committee (subject to terms and conditions that the Administrator Committee may establish), and provided that this Option is a Nonstatutory Stock Option, you may transfer all or part of the Option to a member of your immediate family (i.e., spouse, child, stepchild, grandchild, parent, grandparent, or sibling).
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Broker-Assisted Cashless Exercise. You may instruct the Company to deliver the Shares issuable upon exercise to a broker (acceptable to the Company); you must give the broker irrevocable instructions to sell enough Shares to pay the Exercise Price and to deliver the Exercise Price to the Company. For purposes of a broker-assisted cashless exercise, the Shares are deemed to have a Fair Market Value on the Option exercise date equal to the price at which the broker sold the Shares to pay the Exercise Price. (Because of the rules prohibiting directors and executive officers them from receiving loans or other extensions of credit from the Company, directors and executive officers of the Company are not eligible to use the cashless exercise method.) All or part of the Option is deemed exercised when the Administrator Committee receives (i) your (or your Beneficiary’s) Notice of Exercise and (ii) full payment for the Shares with respect to which the Option is exercised. The Administrator Committee or the Company may for any reason decline to accept payment by exchange of Shares, or may impose such limitations or restrictions on the form of payment as it deems advisable. Withholding If you received the Option as an employeeemployee of the Company, the Company must withhold income and employment taxes when you (or your Beneficiary) exercise the Option. The Company may either (i) require you (or your Beneficiary) to remit to the Company cash and/or Shares in an amount sufficient to satisfy all federal, state, and local withholding obligations, or (ii) upon your request and with approval from the AdministratorCommittee, withhold Shares that would otherwise be delivered. As set forth in Section 10.8(a) 15 of the Plan, you remain responsible at all times for paying any federal, state, and local income and employment taxes with respect to this AwardOption. Txxxxxx.Xxx NationsHealth is not responsible for any liability or penalty that you incur by failing to make timely payments of tax. Nontransferability Unless the Administrator Committee determines otherwise, you may not transfer the Option, except by pursuant to a will or in accordance with the laws of descent or distribution. (The person(s) to whom the Option is passed by will or the laws of descent or distribution is your Beneficiary.) However, if approved by the Administrator Committee (subject to terms and conditions that the Administrator Committee may establish), and provided that this Option is a Nonstatutory Stock Option, you may transfer all or part of the Option to a member of your immediate family (i.e., spouse, child, stepchild, grandchild, parent, grandparent, or sibling). NationsHealth, Inc. 2004 Stock Option Plan Stock Option Agreement Restrictions on Exercise, Delivery, and Resale You may not exercise this Option or sell any Shares acquired under this Option at a time when the exercise or sale would be prohibited under Applicable Laws. You may not exercise this Option after an event constituting “Cause” (as defined in the following section) occurs, unless you are notified by the Committee your right to exercise has been reinstated. Shares shall not be delivered until (i) all conditions of this Agreement have been met to the satisfaction of the Committee, (ii) all other legal matters in connection with the issuance and delivery of the Shares have been satisfied, and (iii) you have executed and delivered all representations and agreements as are necessary and appropriate to satisfy the requirements of any Applicable Laws. If you are terminated for Cause, the Company has the right and option to repurchase all or any portion of the Issued Shares received by the exercise of the Option. The per share purchase price of the Issued Shares subject to the repurchase shall be equal to the Exercise Price.
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