Common use of Exercise of Award Clause in Contracts

Exercise of Award. Subject to the limitations set forth herein and in the Plan, the Award may be exercised by completing in writing the Stock Option Award Exercise Notice, in the form prescribed by the Committee (the “Notice”), and submitting the Notice to the Company as set forth in paragraph 6. The Notice shall (a) state the number of shares of Stock with respect to which the Award is being exercised, (b) be accompanied by (i) cash, a certified or bank check, (ii) if the Board expressly authorized the loan of funds to the Optionee to assist Optionee in exercising the Option, a promissory note, or (iii) with the consent of the Committee, delivery (or attestation to the ownership) of shares of Stock (not subject to limitations on transfer) in the full amount of the purchase price for any shares of Stock being acquired, and (c) be accompanied by cash, check or Stock in the full amount of all federal and state withholding, local or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with paragraph 9); provided, however, that any shares of Stock delivered in payment of the option price must be shares that the Optionee has owned for a period of at least six (6) months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Stock, such Stock shall be valued at its Fair Market Value on the date of exercise. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he or she will not exercise the Award granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to the Award Agreement, if the exercise of the Award or the issuance of such Option Shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action.

Exercise of Award. Subject to the limitations set forth herein and in the Plan, the this Award may be exercised by completing in writing the Stock Option Award Exercise Notice, in the form prescribed by the Committee (the “Notice”), and submitting the Notice to the Company as set forth in paragraph 6Section 5. The Notice shall (a) state the number of shares of Common Stock with respect to which the Award is being exercised, (b) be accompanied by (i) cash, a certified or bank checkcheck or, (ii) if the Board expressly authorized the loan of funds to the Optionee to assist Optionee in exercising the Option, a promissory note, or (iii) with the consent of the Committee, delivery Committee (or attestation to the ownershipi) of shares of Common Stock (not subject to limitations on transfer) or a combination of cash and Common Stock payable to the Company in the full amount of the purchase price for any shares of Common Stock being acquired, acquired or (ii) by cashless exercise through a broker and (c) be accompanied by cash, check or Common Stock in the full amount of all federal and state withholding, local withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with paragraph 9)Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price Exercise Price that are or were the subject of an Award under the Plan must be shares that the Optionee has owned for a period of at least six (6) months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he or she will not exercise the Award granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to the this Award Agreement, if the exercise of the Award or the issuance of such Option Shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the Awards and the Option Shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action.

Exercise of Award. Subject to the limitations set forth herein and in the Plan, the this Award may be exercised by completing in writing the Stock Option Award Exercise Notice, in the form prescribed by the Committee (the “Notice”), and submitting the Notice to the Company as set forth in paragraph 6Section 5. The Notice shall (a) state the number of shares of Common Stock with respect to which the Award is being exercised, (b) be accompanied by (i) cash, a certified or bank checkcheck or, (ii) if the Board expressly authorized the loan of funds to the Optionee to assist Optionee in exercising the Option, a promissory note, or (iii) with the consent of the Committee, delivery Committee (or attestation to the ownershipi) of shares of Common Stock (not subject to limitations on transfer) or a combination of cash and Common Stock payable to the Company in the full amount of the purchase price for any shares of Common Stock being acquired, and acquired or (cii) be accompanied by cash, check or Stock in the full amount of all federal and state withholding, local or other employment taxes applicable to the taxable income of such Optionee resulting from such cashless exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with paragraph 9)through a broker; provided, however, that any shares of Common Stock delivered in payment of the option price Exercise Price that are or were the subject of an Award under the Plan must be shares that the Optionee has owned for a period of at least six (6) months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he or she will not exercise the Award granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to the this Award Agreement, if the exercise of the Award or the issuance of such Option Shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the Awards and the Option Shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action.