Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. (b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 7 contracts
Samples: Non Qualified Stock Option Agreement (Zoll Medical Corporation), Non Qualified Stock Option Agreement (Zoll Medical Corporation), Non Qualified Stock Option Agreement (Zoll Medical Corporation)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 2(c) and Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in by the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or
(iii) if the Company’s Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 5 contracts
Samples: Incentive Stock Option Agreement, Non Qualified Stock Option Agreement, Incentive Stock Option Agreement (Demandware Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 2(c) and Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorBoard in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; or
(ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held as permitted by the Optionee for at least six months prior 2012 Stock Incentive Plan, an irrevocable and unconditional undertaking by a creditworthy broker to the exercise date; or (iii) by the Optionee delivering deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or delivery by the Participant to the Company of a properly executed exercise notice together with copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly deliver to the Company cash or a check payable and acceptable to the Administrator sufficient to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase exercise price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulationsrequired tax withholding.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Board with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan and the Sub-Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Board as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan or the Sub-Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
(d) Shares issued on exercise of an Option are unassignable for a period of four (4) years from the Option Grant Date, although this share retention period may not exceed three (3) years from the date of exercise of the Option (hereafter, the “Holding Period”).
(e) On expiry of the Holding Period, the Shares are transferable in accordance with provisions of the Company by-laws, and any other act agreed by the Company’s shareholders.
Appears in 5 contracts
Samples: Incentive Stock Option Agreement (Demandware Inc), Incentive Stock Option Agreement (Demandware Inc), Incentive Stock Option Agreement (Demandware Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 7 and Schedule A ), the Optionee may give written notice to deliver a Stock Option Exercise ---------- Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her ---------- election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; or (iib) if the closing of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company to the public has occurred, then (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Option Committee shall prescribe as a condition of such payment procedure, or (c) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Option Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 7 hereof.
Appears in 4 contracts
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc), Incentive Stock Option Agreement (Boron Lepore & Associates Inc), Non Qualified Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below (payment instruments will be received subject to collection):
(i) in In cash, by certified or bank check check, by wire transfer of immediately available funds, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in By the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or
(iii) if the Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to restrictions under any Company plan and that of the Company, provided that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been held owned by the Optionee for at least six months prior months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. The Optionee shall be required to sign the Stockholders Agreement in connection with the exercise of the Stock Option. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 4 contracts
Samples: Non Qualified Stock Option Agreement (Sailpoint Technologies Holdings, Inc.), Non Qualified Stock Option Agreement (Sailpoint Technologies Holdings, Inc.), Incentive Stock Option Agreement (Sailpoint Technologies Holdings, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to the Board of Directors or its authorized committee deliver a Stock Option Exercise Notice (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; or (ii) in (A) through the form delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior months, and are not subject to restrictions under any plan of the exercise date; or Company, if permitted by the Committee in its sole discretion, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii)(A) and (ii)(B) above if permitted by the Committee in its sole discretion. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 4 contracts
Samples: Incentive Stock Option Agreement (Ansys Inc), Non Qualified Stock Option Agreement (Ansys Inc), Incentive Stock Option Agreement (Ansys Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all No portion of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject until such portion vests. Each election to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after subject to the Expiration Date hereofterms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Stock Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”). Each such written exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid by cash or check acceptable to the Administrator, or, if legally permissible and permitted by the Administrator, (i) through the delivery of unrestricted shares of Stock that have a fair market value equal to the exercise price, subject to such minimum holding requirements, if any, as the Administrator may prescribe, (ii) through a broker-assisted exercise program acceptable to the Administrator, (iii) at the election of the Optionee, by the Administrator’s holding back of shares from this Stock Option having a fair market value equal to the exercise price in payment of the exercise price of this Stock Option, (iv) by such other means, if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver shares hereunder unless and until it is satisfied as to the authority of such person to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock Option may be exercised (the “Final Exercise Date”) is the date which is the tenth (10th) anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.
Appears in 4 contracts
Samples: Incentive Stock Option Agreement (RXi Pharmaceuticals Corp), Non Statutory Stock Option Agreement (RXi Pharmaceuticals Corp), Incentive Stock Option Agreement (RXi Pharmaceuticals Corp)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; or
(ii) in if the form Company’s Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(ii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (WII Components, Inc.), Non Qualified Stock Option Agreement (Lumber Liquidators, Inc.), Incentive Stock Option Agreement (WII Components, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Sections 1 and 5), the Optionee may give written notice on any business day to the Option and Compensation Committee of the Board of Directors of the Company, or its authorized other committee performing similar functions as in effect from time-to-time or, if no such committee exists, the Board of Directors of the Company (the “Administrator”"Committee") of his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under this Stock Option and shall be accompanied (i) by payment therefor in cash and (ii) by such agreement, statement or other evidence as the Plan Committee may reasonably require in order to satisfy itself that the issuance and conveyance of the Option Shares being purchased pursuant to such exercise and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including, without limitation, all federal and state securities laws.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and of the Plan. The determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereof or such expiration date as is specified in Section 1 or 5 hereof.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Compdent Corp), Non Qualified Stock Option Agreement (Compdent Corp), Non Qualified Stock Option Agreement (Compdent Corp)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her ---------- election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; or (iib) either (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (c) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including or after such date as is contemplated by Section 6 hereof.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc), Incentive Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s 's receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Moldflow Corp), Non Qualified Stock Option Agreement (Moldflow Corp)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all No portion of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall prior to «Vest_Date_Period_1» and may only be 100 sharesexercised to the extent the Shares under the Stock Option had vested in accordance with the schedule below. Subject to the provisions of the Plan relating to suspension or termination from the Plan or the provisions of forfeiture and lapsing of the Stock Option upon a termination of service as described in Section 5 of this Agreement, unless the Shares under the Stock Option will be available for exercise in the following increments, provided Participant has continually remained an «Status» through such dates: «Shares_Period_1» shares vest on «Vest_Date_Period_1»; «Shares_Period_2» shares vest on «Vest_Date_Period_2»; and «Shares_Period_3» shares vest on «Vest_Date_Period_3». The Stock Option must be exercised in accordance with the Plan and administrative regulations established by the Committee by delivering to the Company’s principal business office: (1) an Exercise Notice in the form approved by the Committee that designates the Exercise Date and the number of shares Shares under the Stock Option to be exercised and (2) full payment for the total Option Price of the Shares to be exercised on the Exercise Date. Failure to exercise the Stock Option in accordance with the Plan and the regulations established by the Committee shall render such exercise ineffective. In the event of any failure by Participant to pay for the number of Shares specified in the Exercise Notice on the Exercise Date, the exercise of the Stock Option with respect to which this Stock Option is being exercised is the total such number of shares subject Shares will be treated as if it had never been made. If any law or regulation requires Company to exercise under this Stock Option at take any action with respect to the time.
(d) Notwithstanding any other provision hereof or Shares specified in the Exercise Notice, then the date of delivery of the Plan, no portion of this Stock Option shall Shares against payment will be exercisable after extended for the Expiration Date hereofperiod necessary to take such action.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (PLX Pharma Inc.), Incentive Stock Option Agreement (PLX Pharma Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may purchased and shall be made accompanied by payment therefor by one or more of the following methods: :
(i1) in In cash, by certified or bank check or other instrument acceptable to the Administrator; ;
(ii2) in Through the form delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that have been beneficially owned by the Optionee for at least six months and are not then subject to restrictions under any Company plan and that have been held by the Optionee for plan. Such surrendered shares shall be valued at least six months prior to Fair Market Value on the exercise date; or or
(iii3) by By the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay Company for the Stock Option purchase price, ; provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Harvard Apparatus Regenerative Technology, Inc.), Nonqualified Stock Option Agreement (Harvard Apparatus Regenerative Technology, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) Committee of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Stockeryale Inc), Non Qualified Stock Option Agreement (Stockeryale Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to ---------- purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; or (iib) if the closing of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company to the public has occurred, then (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Option Committee shall prescribe as a condition of such payment procedure, or (c) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Option Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc), Incentive Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (iib) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iiic) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or (d) a combination of (a), (b) and (c) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable by the Optionee or his or her transferees and successors after the Expiration Date hereof or such earlier expiration date as is specified in Section 1 hereof.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Compdent Corp), Non Qualified Stock Option Agreement (Compdent Corp)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares to be purchased. The Optionee shall deliver a Restricted Stock Agreement for any Option Shares the Optionee exercises that are not vested, and such Restricted Stock Agreement shall include the same vesting schedule for such unvested Option Shares as set forth herein. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashmethods described below, by certified or bank check or other instrument acceptable to at your election, with the Administrator; (ii) in the form approval of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery ):
(i) In cash, by certified or bank check, by wire transfer of certificates representing immediately available funds, or other instrument acceptable to the Option Shares will be contingent upon Committee in U.S. funds payable to the Company’s receipt from order of the Optionee Company in an amount equal to the purchase price of full payment for the such Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant ;
(ii) by delivery to the exercise Company of Options under the Plan and any subsequent resale a number of the shares of Stock having a Fair Market Value as of the date of exercise equal to the purchase price of such Option Shares; or
(iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Stock equal to the number of Option Shares to be in compliance purchased, less a number of shares with applicable laws and regulationsa Fair Market Value as of the date of exercise equal to the purchase price of such Option Shares.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 2 contracts
Samples: Early Exercise Incentive Stock Option Agreement (Sailpoint Technologies Holdings, Inc.), Early Exercise Incentive Stock Option Agreement (Sailpoint Technologies Holdings, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in In cash, by certified or bank check or by wire transfer of immediately available funds, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; or
(ii) in if the form Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Monotype Imaging Holdings Inc.), Non Qualified Stock Option Agreement (Monotype Imaging Holdings Inc.)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; or (iib) (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; (iii) by the Optionee delivering to the Company a promissory note if the Board has authorized the loan of funds for the purpose of exercising this Option, provided that at least par value is paid other than with the promissory note; or (c) a combination of (a), (b)(i), (b)(ii) and (b) (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including or after such date as is contemplated by Section 6 hereof.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc), Incentive Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise only this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Sections 1 and 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (iib) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iiic) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or (d) a combination of (a), (b) and (c) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof or such earlier expiration date as is specified in Section 1 or 6 hereof.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Compdent Corp), Non Qualified Stock Option Agreement (Compdent Corp)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior Prior to the Expiration Date Date, Xxxxx xxx exercise this Stock Option by delivering to Stockholder and the Company a Stock Option exercise notice (an "Exercise Notice") in the form of this OptionAPPENDIX A attached hereto, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares to be purchased. , provided however, that no partial exercise of this option may be for any fractional share or for less than fifty whole shares.
(b) Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; (ii) Stockholder in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior U.S. funds payable to the exercise date; or (iii) by the Optionee delivering order of Xxxxxx Xxxxxxx Xxxxxx in an amount equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing Option Shares.
(c) Certificates for the Option Shares so purchased will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and Xxxxx. Until Xxxxx shall have complied with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance hereof, including without limitation Section 8 hereof, Stockholder shall be final and binding on under no obligation to transfer the OptioneeOption Shares subject to this Stock Option. The Optionee Xxxxx shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s Xxxxx' name shall have been entered as the a stockholder of record of such Option Shares on the books of the Company. Thereupon, the Optionee Xxxxx shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 sharesPurchased Shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under the terms of this Stock Option at the timeAgreement.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to the Board of Directors or its authorized committee deliver a Stock Option Exercise Notice (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: :
(i) in cash, by certified or bank check or other instrument acceptable to the Administrator; Committee;
(ii) in through the form delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to restrictions under any Company plan and that have been held by of the Optionee for at least six months prior to the exercise date; or Company;
(iii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or
(iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date (subject to Section 6 and subject to the provisions of this OptionSection 2 above), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in if the form Initial Public Offering covering the offer and sale of Common Stock of the Company to the public has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any Plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or
(iii) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (NxStage Medical, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of APPENDIX A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: ; provided, however, that the methods set forth in subsections (ii) and (iii) below shall become available only after the closing of the Initial Public Offering:
(i) in cash, In cash by certified or bank check or other instrument acceptable to the AdministratorCommittee; or
(ii) in In the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee optionee free of such restrictions for at least six months prior to months, if permitted by the Committee in its discretion such surrendered shares shall be valued at Fair Market Value on the exercise date; or ;
(iii) by By the Optionee optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option purchase price, ; provided that in the event the Optionee optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii)provided, the Optionee optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject ;
(iv) By the optionee delivering to collection. The delivery the Company a promissory note if the Board has authorized the loan of certificates representing funds to the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment optionee for the Option Shares, as set forth above and any agreement, statement purpose of enabling or other evidence that assisting the Administrator may require optionee to satisfy itself that the issuance of Stock to be purchased pursuant to effect the exercise of Options under the Plan and any subsequent resale his Stock Option; PROVIDED THAT at least so much of the shares exercise price as represents the par value of the Stock will shall be in compliance paid other than with applicable laws and regulations.a promissory note
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the 1999 Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the 1999 Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Servicesoft Technologies Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an Exercise Notice) in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in by the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or
(iii) if the Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and of the Plan. The determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s Optionee¢s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an Exercise Notice) in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in if the form Initial Public Offering covering the offer and sale of Common Stock of the Company to the public has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or
(iii) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (NxStage Medical, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise only those portions of this Stock Option that have become exercisable hereunder and only at the times permitted hereunder and under the Plan in the following manner: from time to time on or prior to the Expiration Date of this Option, the . The Optionee may shall give written notice (the "Notice") to the Board Option Committee of Directors or its authorized committee the Company (as defined in the “Administrator”Plan) of his or her election to purchase some or all of the vested Option Shares shares purchasable at the time of such noticethe Notice. This notice Said Notice shall specify the number of Option Shares to be purchased. Payment of purchased and shall be accompanied by (i)(A) payment therefore in cash or by check in an amount equal to the Stock Option purchase aggregate option price for the number of shares specified in the Notice (the "Total Option Shares may be made by one Price"), (B) actual or more constructive transfer to the Company of LSB Corporation Incentive Stock Option Agreement nonforfeitable, nonrestricted shares of Common Stock of the following methods: Company having a fair market value, determined as provided in Section 5(d) of the Plan, equal to or less than the Total Option Price, plus cash or certified check in an amount equal to the excess, if any, of the Total Option Price over the fair market value of such shares of Common Stock, or (iC) in cash, by certified or bank check or other instrument a description of a "cashless exercise" procedure acceptable to the Administrator; Option Committee, whereby the Optionee shall deliver an order to a registered broker-dealer or equivalent third party to sell some or all of the Option Shares and to deliver enough of the proceeds of such sale to the Company to pay the Total Option Price and any applicable taxes required to be withheld upon such exercise of this Stock Option, and (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that as the Administrator Company may require in order to satisfy itself that the issuance of Stock to be the Option Shares being purchased pursuant to the such exercise of Options under the Plan and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including without limitation all applicable federal and state securities and banking laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Company with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed for any purpose to be the holder owner of the shares any Option Shares subject to this Stock Option, or to have any of the rights of a holder, unless and Option until this Stock such Option Shares shall have been exercised pursuant to issued in accordance with the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Companyforegoing provisions. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.LSB Corporation Incentive Stock Option Agreement
(c) The minimum number of shares Option Shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the or such lesser number of shares with respect as is equal to which this Stock Option is being exercised is the total number of shares subject to exercise available at the time for purchase under this Stock Option at the timeOption.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date (which date shall not be more than 7 years after the date hereof).
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Sections 1(c) and 5), the Optionee may give written deliver a Stock Option exercise notice to (an "EXERCISE NOTICE") in the Board form of Directors or its authorized committee (the “Administrator”) of APPENDIX A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify specifying the number of Option Shares to be purchasedpurchased and identifying which shares are Vested Shares and which shares are Unvested Shares. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, In cash by certified or bank check or other instrument acceptable to the AdministratorCommittee; or
(ii) in In the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee free of such restrictions for at least six months prior to months, if permitted by the Committee in its discretion, such surrendered shares shall be valued at Fair Market Value on the exercise date; or ;
(iii) by By the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option purchase price; PROVIDED that, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from ;
(iv) By the Optionee delivering to the Company a promissory note if the Board has authorized the loan of full payment funds to the Optionee for the Option Shares, as set forth above and any agreement, statement purpose of enabling or other evidence that assisting the Administrator may require Optionee to satisfy itself that the issuance of Stock to be purchased pursuant to effect the exercise of Options under the Plan and any subsequent resale her Stock Option; PROVIDED THAT at least so much of the shares exercise price as represents the par value of the Stock will shall be in compliance paid other than with applicable laws and regulationsa promissory note.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and of the Plan. The determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 5 hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (MCK Communications Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her ---------- election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option was vested at the time of such notice. This such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; or (iib) either (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (c) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including or after such date as in contemplated by Section 6 hereof.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; or (ii) in if the form closing of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company to the public has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6 and Schedule A ), the Optionee may give written notice to deliver a Stock Option Exercise ---------- Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her ---------- election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; or (iib) if the closing of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company to the public has occurred, then (i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to months, if permitted by the exercise dateCommittee in its discretion; or (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Option Committee shall prescribe as a condition of such payment procedure, or (c) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Option Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of StockOption Shares.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Boron Lepore & Associates Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written notice on any business day to the committee appointed by the Board of Directors or its authorized committee of the Company to administer stock options (the “Administrator”"Committee") of his or her election to purchase some or all of the vested Option Shares shares purchasable at the time of such notice. This Said notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may purchased and shall be made by one or more of the following methods: accompanied (i) by payment therefor in cash or, at the Optionee's election, in shares of Common Stock of the Company having a fair market value (as determined below) on the date of exercise equal to or less than the total option exercise price, plus cash, by certified or bank check or other instrument acceptable in an amount equal to the Administrator; amount, if any, by which the total option exercise price exceeds the fair market value of such shares of Common Stock, and (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that as the Administrator Company may require in order to satisfy itself that the issuance and conveyance of Stock to be the shares being purchased pursuant to the such exercise of Options under the Plan and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including, without limitation, all federal and state securities laws.
(b) Certificates for the shares of Stock so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Company with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the shares subject to this Stock Option, and of the Plan. The determination of the Administrator Committee (exclusive of the Optionee, if at such time Optionee is a member of such Committee) as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
(e) For purposes of this Agreement, the fair market value of the Common Stock shall be determined in good faith by the Board of Directors of the Company (exclusive of the Optionee, if at the time the Optionee is a member of the Board of Directors), provided, however, that (x) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System on the date that the fair market value must be determined, fair market value shall not be less than the average of the highest bid and lowest asked prices of the Common Stock on such date or on the last preceding date on which a sale was reported, or if the Common Stock is admitted to trading on the National Association of Securities Dealers Automated Quotation National Market System on the date that the fair market value must be determined, fair market value shall not be less than the closing price reported for the Common Stock on such National Market System on such date or on the last preceding date on which a sale was reported, or (y) if the Common Stock is admitted to trading on a national securities exchange on the date that the fair market value must be determined, fair market value shall not be less than the last sale price reported for the Common Stock on such exchange on such date or on the last date preceding such date on which a sale was reported.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Little Switzerland Inc/De)
Exercise of Stock Option. TO: Stock Option and Compensation Committee of Audium Corporation FROM: __________________________________, Optionee RE: Audium Corporation 2000 Stock Option and Restricted Stock Plan DATE: ______________________ Pursuant to the terms and provisions of the Stock Option Agreement for Incentive Stock Options, dated (the “Agreement”), executed by me and a duly authorized officer of Audium Corporation (the “Company”) in connection with the Audium Corporation 2000 Stock Option and Restricted Stock Plan (the “Plan”), I hereby give notice that I elect to exercise today the option (the “Option”) evidenced by the Agreement with respect to shares of the common stock of the Company (the “Option Shares”). Accordingly, I hereby agree to purchase such Option Shares at the price and terms established under the Agreement and the Plan. I understand that both this Option and any Option Shares purchased upon its exercise are securities, the issuance of which by the Company requires compliance with state and federal securities laws. With respect to any Option Shares covered by an “incentive stock option” (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended), I understand that if I sell such Option Shares within one year of this exercise or within two years from the Date of Grant, as defined in the Agreement, I may experience certain adverse federal income tax consequences. I agree to notify the Company in writing within ten days after the date of any such disposition and to immediately deliver to the Company any amount of federal income tax withholding required by law. Additionally, I understand that such Option Shares may not be used in a “swap transaction” to obtain additional Option Shares without incurring taxable income, unless such Option Shares used in the swap transaction have been held by me for two years from the date of the grant and one year from the date of the exercise. I understand the Company shall not be under any obligation to issue any Option Shares upon the exercise of this Option unless and until the Company has determined that (a) The Optionee may it has taken all actions required to register the Option Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof, including, but not limited to, any investment representation, and (b) all other applicable provisions of state and federal law have been satisfied. I acknowledge that the provisions of Sections 9, 12, 15, 16, 17, 25, 26 and 27 of the Agreement shall survive this exercise of the Option or the termination of the Option for any reason. I hereby warrant that I am entitled under the Agreement and the Plan to purchase under this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares which I have agreed to be purchasedpurchase herein. Payment Sincerely, __________________________________________ ______________, Optionee NAME OF OPTIONEE: __________________________________________ DATE OF GRANT: __________________________________________ ANNIVERSARY DATE: __________________________________________ NUMBER OF OPTION SHARES: __________________________________________ Name of the Stock Optionee: ____________________ Date of Grant: _________________ Number of Option purchase price for the Option Shares may be made by one or more of the following methodsShares: __________________ Vest (iExercise) in cash, by certified or bank check or other instrument acceptable Date: See Exhibit B Exercise Price: __________________ Expiration Date: __________________ Vesting Schedule: Subject to the Administrator; (ii) restrictions and conditions in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale this Agreement, 25% of the shares Shares in the Optionee shall vest on the first year anniversary of Stock will be the Date of Grant and the remaining 75% of the Shares in compliance with applicable laws and regulations.
(b) Certificates for shares the Optionee shall vest at the rate of Stock purchased upon exercise 3.125% per month on each subsequent monthly anniversary of this Stock Option the Date of Grant such that 100% of all Shares in the Optionee shall be issued and delivered to vested on the Optionee upon compliance to the satisfaction third anniversary of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with Date of Grant. The chart attached hereto as Exhibit B outlines the requirements hereof and vesting schedule for Optionee. By: Name: Title: The Optionee acknowledges receipt of a copy of the Plan. The determination , a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the Administrator as to such compliance shall be final terms and binding on the Optioneeprovisions thereof. The Optionee shall not be deemed has reviewed the Plan, this Option and the Exercise of Stock Option in their entirety and fully understands all provisions of this Option and the Exercise of Stock Option. The Optionee hereby agrees to be the holder accept as binding, conclusive and final all decisions or interpretations of the shares subject to this Stock OptionCommittee and/or Board of Directors upon any questions arising under the Plan. Dated: ______________________________ _________________________________________________________ _________________________________________, or to have any Optionee Until and unless an adjustment is made under Section 9(a) of the rights of Plan, Phone2Networks, Inc., a holderDelaware corporation (the “Company”), unless and until this Stock Option shall have been exercised pursuant hereby grants to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s person whose name shall have been entered as the stockholder of record is written on the books of first page hereof (the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect “Optionee”) an option to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is purchase the total number of shares Shares stated on the first page hereof of the Company’s common stock, par value $.01 per share, at the price determined as provided herein, and in all respects subject to exercise under this the terms and provisions of the 2000 Stock Option at and Restricted Stock Plan (the time“Plan”) adopted by the Company, which Plan is incorporated herein by reference. Terms that are not defined herein but that are defined in the Plan shall have the same meanings as in the Plan when used herein.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Sections 3 and 7 hereof), the Optionee may give written notice to the Board of Directors or its authorized committee deliver a Stock Option Exercise Notice (the an “AdministratorExercise Notice”) in the form of * Subject to Section 6 Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; or (iib)(i) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or months, (iiiii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Option Committee shall prescribe as a condition of such payment procedure, or (iii) a combination of (a), (b)(i) and (b)(ii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Option Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof or such expiration date as is specified in Section 3 or 7 hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in if the form Initial Public Offering covering the offer and sale of Common Stock of the Company to the public has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any Plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or
(iii) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (NxStage Medical, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; if the Initial Public Offering covering the offer and sale of Common Stock of the Company to the public has occurred, then (iiA) in through the form delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (iii)(A) and (iii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing Certificates for the Option Shares so purchased will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 sharesIssued Shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under the terms of this Stock Option at the time.
(d) Agreement. Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Haights Cross Communications Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) Committee of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s 's receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Stockeryale Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior Prior to the Expiration Date Date, Xxxxx xxx exercise this Stock Option by delivering to Stockholder and the Company a Stock Option exercise notice (an "Exercise Notice") in the form of this OptionAPPENDIX A attached hereto, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares to be purchased. , provided however, that no partial exercise of this option may be for any fractional share or for less than fifty whole shares.
(b) Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; (ii) Stockholder in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior U.S. funds payable to the exercise date; or (iii) by the Optionee delivering order of Xxxxxxx X. Xxxxxxxx in an amount equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing Option Shares.
(c) Certificates for the Option Shares so purchased will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and Xxxxx. Until Xxxxx shall have complied with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance hereof, including without limitation Section 8 hereof, Stockholder shall be final and binding on under no obligation to transfer the OptioneeOption Shares subject to this Stock Option. The Optionee Xxxxx shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s Xxxxx' name shall have been entered as the a stockholder of record of such Option Shares on the books of the Company. Thereupon, the Optionee Xxxxx shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 sharesPurchased Shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under the terms of this Stock Option at the timeAgreement.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written notice on any business day to the committee appointed by the Board of Directors or its authorized committee (the “Administrator”"Option Committee") of his or her election to purchase some or all of the vested Option Shares shares purchasable at the time of such notice. This Such notice shall be given to the Secretary of the Company. Said notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may purchased and shall be made by one or more of the following methods: accompanied (i) by payment therefore in cash or, at the Optionee's election, in shares of Common Stock of the company having a fair market value (as determined below) on the date of exercise equal to or less than the total option exercise prices, plus cash, by certified or bank check or other instrument acceptable in an amount equal to the Administrator; amount, if any, by which the total option exercise price exceeds the fair market value of such shares of Common Stock, and (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that as the Administrator Company may require in order to satisfy itself that the issuance and conveyance of Stock to be the shares being purchased pursuant to the such exercise of Options under the Plan and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including, without limitation, all federal and state securities laws.
(b) Certificates for the shares of Stock so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Company with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the shares subject to this Stock Option, and of the Plan. The determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
e) For purposes of this Agreement, the fair market value of the Common Stock shall be determined in good faith by the Board of Directors of the Company, provided, however, that (x) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System on the date that the fair market value must be determined, fair market value shall not be less than the average of the highest bid and lowest asked prices of the Common Stock on such date or on the last preceding date on which a sale was reported, or if the Common Stock is admitted to trading on the National Association of Securities Dealers Automated Quotation National Market System on the date that the fair market value must be determined fair market value shall not be less than the closing price reported for the Common Stock on such National Market System on such date or on the last preceding date on which a sale was reported, or (y) if the Common Stock is admitted to trading on a national securities exchange on the date that the fair market value must be determined, fair market value shall not be less than the last sale price reported for the Common Stock on such exchange on such date or on the last date preceding such date on which as sale was reported.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Little Switzerland Inc/De)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; or
(ii) in after the form closing of the Company’s Initial Public Offering (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; Company, or (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or
(iii) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, or such earlier date as is contemplated by Section 1(d) and Section 6 hereof.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Cisco Systems Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written notice on any business day to the Compensation Committee of the Board of Directors or its authorized committee of the Company (the “Administrator”"Compensation Committee") of his or her election to purchase some or all of the vested Option Shares shares purchasable at the time of such notice. This Said notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may purchased and shall be made by one or more of the following methods: accompanied (i) by payment therefore in cash or, at the Optionee's election, in shares of Common Stock of the Company having a fair market value (as determined below) on the date of exercise equal to or less than the total option exercise price, plus cash, by certified or bank check or other instrument acceptable in an amount equal to the Administrator; amount, if any, by which the total option exercise price exceeds the fair market value of such shares of Common Stock, and (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that as the Administrator Company may require in order to satisfy itself that the issuance and conveyance of Stock to be the shares being purchased pursuant to the such exercise of Options under the Plan and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including, without limitation, all federal and state securities laws.
(b) Certificates for the shares of Stock so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Company with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the shares subject to this Stock Option, and of the Plan. The determination of the Administrator Compensation Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
(e) For purposes of this Agreement, the fair market value of the Common Stock shall be determined in good faith by the Compensation Committee, provided, however, that (x) if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System on the date the Stock Option is granted, fair market value shall not be less than the average of the highest bid and lowest asked prices of the Common Stock on such date or on the last preceding date on which a sale was reported, or if the Common Stock is admitted to trading on the National Association of Securities Dealers Automated Quotation National Market System on the date the Stock Option is granted, fair market value shall not be less than the closing price reported for the Common Stock on such National Market System on such date or on the last preceding date on which a sale was reported, or (y) if the Common Stock is admitted to trading on a national securities exchange on the date the Stock Option is granted, fair market value shall not be less than the last sale price reported for the Common Stock on such exchange on such date or on the last date preceding such date on which a sale was reported.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Little Switzerland Inc/De)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in by the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law;
(iii) if the Initial Public Offering covering the offer and sale of Common Stock of the Company to the public has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (iii)(A) and (iii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Haights Cross Communications Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 5), the Optionee may give written notice to the Board of Directors or its authorized committee deliver a Stock Option Exercise Notice (the an “AdministratorExercise Notice”) in the form of his or her Appendix A hereto indicating its election to purchase some or all of the vested Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorBoard of Directors; or (ii) in (A) through the form delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; Company, or (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Board of Directors with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and of the Plan. The determination of the Administrator Board of Directors as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 5 hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only by delivering an exercise notice, substantially in the following manner: from time to time on or prior to the Expiration Date of this Optionform set forth in Appendix A hereto, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify specifying the number of Option Shares to be purchased. Further, as a condition to exercise, the Optionee will be required to execute the restricted stock agreement attached hereto as Appendix B (the "Restricted Stock Agreement"). Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Company in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares, or (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, promissory note; provided that in at least so much of the event the Optionee chooses to pay the Stock Option purchase exercise price as so provided in this subsection (iii), represents the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale par value of the shares of Common Stock will shall be in compliance paid other than with applicable laws and regulationsa promissory note.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Board of Directors of the Company or a designated committee thereof with all requirements under applicable laws or regulations in connection with such issuance and issuance, including, but not limited to, the tax withholding obligation, described in Section 8 below. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the Option Shares, and of the Plan. The determination of the Administrator Board of Directors of the Company or a designated committee thereof as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any Option Shares subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 sharesIssued Shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion terms of this Agreement and the applicable Restricted Stock Option shall be exercisable after the Expiration Date hereofAgreement.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Broadbase Software Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written deliver a Stock Option exercise notice to (an Exercise Notice) in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some of or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in by the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or
(iii) (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; or Company, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s Optionee¢s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Dov Pharmaceutical Inc)
Exercise of Stock Option. TO: Stock Option and Compensation Committee of Audium Corporation FROM: __________________________________, Optionee RE: Audium Corporation 2000 Stock Option and Restricted Stock Plan DATE: ______________________ Pursuant to the terms and provisions of the Stock Option Agreement for Incentive Stock Options, dated (the “Agreement”), executed by me and a duly authorized officer of Audium Corporation (the “Company”) in connection with the Audium Corporation 2000 Stock Option and Restricted Stock Plan (the “Plan”), I hereby give notice that I elect to exercise today the option (the “Option”) evidenced by the Agreement with respect to shares of the common stock of the Company (the “Option Shares”). Accordingly, I hereby agree to purchase such Option Shares at the price and terms established under the Agreement and the Plan. I understand that both this Option and any Option Shares purchased upon its exercise are securities, the issuance of which by the Company requires compliance with state and federal securities laws. With respect to any Option Shares covered by an “incentive stock option” (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended), I understand that if I sell such Option Shares within one year of this exercise or within two years from the Date of Grant, as defined in the Agreement, I may experience certain adverse federal income tax consequences. I agree to notify the Company in writing within ten days after the date of any such disposition and to immediately deliver to the Company any amount of federal income tax withholding required by law. Additionally, I understand that such Option Shares may not be used in a “swap transaction” to obtain additional Option Shares without incurring taxable income, unless such Option Shares used in the swap transaction have been held by me for two years from the date of the grant and one year from the date of the exercise. I understand the Company shall not be under any obligation to issue any Option Shares upon the exercise of this Option unless and until the Company has determined that (a) The Optionee may it has taken all actions required to register the Option Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof, including, but not limited to, any investment representation, and (b) all other applicable provisions of state and federal law have been satisfied. I acknowledge that the provisions of Sections 9, 12, 15, 16, 17, 25, 26 and 27 of the Agreement shall survive this exercise of the Option or the termination of the Option for any reason. I hereby warrant that I am entitled under the Agreement and the Plan to purchase under this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares which I have agreed to purchase herein. Sincerely, __________________________________________ ______________, Optionee NAME OF OPTIONEE: __________________________________________ DATE OF GRANT: __________________________________________ ANNIVERSARY DATE: __________________________________________ NUMBER OF OPTION SHARES: __________________________________________ Name of Optionee: ____________________ Date of Grant: _________________ Number of Option Shares: __________________ Vest (Exercise) Date: See Exhibit B Exercise Price: Company Cash Amount per Share, as defined in the Agreement and Plan of Merger (the “Merger Agreement”), dated June 8, 2006 by and among Cisco Systems, Inc. (“Acquiror”), Argon Acquisition Corp., a wholly-owned subsidiary of Acquiror, and Audium Corporation. If the Effective Time (as that term is defined in the Merger Agreement) does not occur, the Exercise Price shall be purchased. Payment the equivalent of the Stock Option purchase price for the Option Shares may be made by one or more Company Cash Amount per Share as of the following methodsDate of Grant as determined by the Committee in its sole discretion, but in no event less that the fair market value on the Date of Grant. Expiration Date: (i) in cash, by certified or bank check or other instrument acceptable The ten year anniversary of the Date of Grant Vesting Schedule: Subject to the Administrator; (ii) restrictions and conditions in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale this Agreement, 25% of the shares Shares covered by this Option shall vest on the first year anniversary of Stock will be in compliance with applicable laws the Date of Grant and regulations.
(b) Certificates for shares the remaining 75% of Stock purchased upon exercise the Shares covered by this Option shall vest at the rate of 3.125% per month on each subsequent monthly anniversary of the Date of Grant such that 100% of all Shares covered by this Stock Option shall be issued and delivered to vested on the Optionee upon compliance to the satisfaction third anniversary of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with Date of Grant. The chart attached hereto as Exhibit B outlines the requirements hereof and vesting schedule for the Optionee. By: Name: Xxxxxxx Xxxxxxxxx Title: President & CEO The Optionee acknowledges receipt of a copy of the Plan. The determination , a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the Administrator as to such compliance shall be final terms and binding on the Optioneeprovisions thereof. The Optionee shall not be deemed has reviewed the Plan, this Option and the Exercise of Stock Option in their entirety and fully understands all provisions of this Option and the Exercise of Stock Option. The Optionee hereby agrees to be the holder accept as binding, conclusive and final all decisions or interpretations of the shares subject to this Stock OptionCommittee and/or Board of Directors upon any questions arising under the Plan. Dated: ______________________________ _________________________________________________________ _________________________________________, or to have any Optionee Until and unless an adjustment is made under Section 9(a) of the rights of Plan, Audium Corporation, a holderDelaware corporation (the “Company”), unless and until this Stock Option shall have been exercised pursuant hereby grants to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s person whose name shall have been entered as the stockholder of record is written on the books of first page hereof (the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect “Optionee”) an option to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is purchase the total number of shares Shares stated on the first page hereof of the Company’s common stock, par value $.01 per share, at the price determined as provided herein, and in all respects subject to exercise under this the terms and provisions of the 2000 Stock Option at and Restricted Stock Plan (the time“Plan”) adopted by the Company, which Plan is incorporated herein by reference. Terms that are not defined herein but that are defined in the Plan shall have the same meanings as in the Plan when used herein.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to the Board of Directors or its authorized committee (the an “AdministratorExercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; and
(ii) in after the form closing of the Company’s Initial Public Offering (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the exercise date; Company, or (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or
(iii) a combination of (i), (ii)(A) and (ii)(B) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, or such earlier date as is contemplated by Section 1(d) or Section 6 hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Cisco Systems Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all No portion of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall prior to «Vest_Date_Period_1» and may only be 100 sharesexercised to the extent the Shares under the Stock Option had vested in accordance with the schedule below. Subject to the provisions of the Plan relating to suspension or termination from the Plan or the provisions of forfeiture and lapsing of the Stock Option upon a termination of service as described in Section 5 of this Agreement, unless the Shares under the Stock Option will be available for exercise in the following increments, provided Participant has continually remained an Employee through such dates: «Shares_Period_1» shares vest on «Vest_Date_Period_1»; «Shares_Period_2» shares vest on «Vest_Date_Period_2»; and «Shares_Period_3» shares vest on «Vest_Date_Period_3». The Stock Option must be exercised in accordance with the Plan and administrative regulations established by the Committee by delivering to the Company’s principal business office: (1) an Exercise Notice in the form approved by the Committee that designates the Exercise Date and the number of shares Shares under the Stock Option to be exercised and (2) full payment for the total Option Price of the Shares to be exercised on the Exercise Date. Failure to exercise the Stock Option in accordance with the Plan and the regulations established by the Committee shall render such exercise ineffective. In the event of any failure by Participant to pay for the number of Shares specified in the Exercise Notice on the Exercise Date, the exercise of the Stock Option with respect to which this Stock Option is being exercised is the total such number of shares subject Shares will be treated as if it had never been made. If any law or regulation requires Company to exercise under this Stock Option at take any action with respect to the time.
(d) Notwithstanding any other provision hereof or Shares specified in the Exercise Notice, then the date of delivery of the Plan, no portion of this Stock Option shall Shares against payment will be exercisable after extended for the Expiration Date hereofperiod necessary to take such action.
Appears in 1 contract
Samples: Award Agreement (CST Brands, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable at the time of such noticethen subject to this Stock Option. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the Administrator; Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares;
(ii) in by the form Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided that at least so much of the exercise price as represents the par value of the Common Stock shall be paid other than with a promissory note if otherwise required by state law; or
(iii) if the Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii), (iii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(iii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (BladeLogic, Inc.)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of APPENDIX A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option is exercisable at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: methods described below. Payment instruments will be received subject to collection.
(i) in cash, by certified or bank check check, or other instrument acceptable to the AdministratorCommittee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; or
(ii) in if the form Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior and are not subject to restrictions under any plan of the Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the exercise date; or option purchase price, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery , or (C) a combination of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares(i), as set forth above (ii)(A) and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations(ii)(B) above.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Issued Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Clayton Holdings Inc)
Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written deliver a Stock Option exercise notice to (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: ; provided, however, that the methods set forth in subsections (ii) and (iii) below shall become available only after the closing of the Initial Public Offering:
(i) in cash, In cash by certified or bank check or other instrument acceptable to the AdministratorCommittee; or
(ii) in In the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee optionee free of such restrictions for at least six months prior to months, if permitted by the Committee in its discretion such surrendered shares shall be valued at Fair Market Value on the exercise date; or ;
(iii) by By the Optionee optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option purchase price, ; provided that in the event the Optionee optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii)provided, the Optionee optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure. Payment instruments will be received subject ;
(iv) By the optionee delivering to collection. The delivery the Company a promissory note if the Board has authorized the loan of certificates representing funds to the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment optionee for the Option Shares, as set forth above and any agreement, statement purpose of enabling or other evidence that assisting the Administrator may require optionee to satisfy itself that the issuance of Stock to be purchased pursuant to effect the exercise of Options under the Plan and any subsequent resale his Stock Option; PROVIDED THAT at least so much of the shares exercise price as represents the par value of the Stock will shall be in compliance paid other than with applicable laws and regulations.a promissory note
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the 1999 Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Issued Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the 1999 Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Servicesoft Technologies Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Sections 3 and 7), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her election ---------- to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorOption Committee; (ii) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or months, (iii) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Option Committee shall prescribe as a condition of such payment procedure, or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Option Committee with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan. The , the Company shall be under no obligation to issue the Option Shares subject to this Stock Option, and the determination of the Administrator Option Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares Option Shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares Option Shares, subject to the terms of Stockthis Agreement.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof or such expiration date as is specified in Section 3 or 7 hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this Option(subject to Section 6), the Optionee may give written notice to deliver a Stock Option Exercise Notice (an "Exercise Notice") in the Board form of Directors or its authorized committee (the “Administrator”) of Appendix A hereto indicating his or her ---------- election to purchase some or all of the vested Option Shares purchasable with respect to which this Stock Option has vested at the time of such notice. This Such notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more (if applicable) of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; or (ii) in (A) through the form delivery (or attestation to ownership) of shares of Common Stock that are not then subject to restrictions under any Company plan and have been purchased by the Optionee on the open market or that have been held by the Optionee for at least six months prior months, and are not subject to restrictions under any plan of the exercise date; or Company, if permitted by the Committee in its sole discretion, (iiiB) by the Optionee delivering to the Company a properly executed exercise notice Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii)(A) and (ii)(B) above if permitted by the Committee in its sole discretion. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock the Option Shares so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.under
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date Date, including such date as is contemplated by Section 6 hereof.
Appears in 1 contract
Exercise of Stock Option. TO: Stock Option and Compensation Committee of Audium Corporation FROM: __________________________________, Optionee RE: Audium Corporation 2000 Stock Option and Restricted Stock Plan DATE: ______________________ Pursuant to the terms and provisions of the Stock Option Agreement for Incentive Stock Options, dated (the “Agreement”), executed by me and a duly authorized officer of Audium Corporation (the “Company”) in connection with the Audium Corporation 2000 Stock Option and Restricted Stock Plan (the “Plan”), I hereby give notice that I elect to exercise today the option (the “Option”) evidenced by the Agreement with respect to shares of the common stock of the Company (the “Option Shares”). Accordingly, I hereby agree to purchase such Option Shares at the price and terms established under the Agreement and the Plan. I understand that both this Option and any Option Shares purchased upon its exercise are securities, the issuance of which by the Company requires compliance with state and federal securities laws. With respect to any Option Shares covered by an “incentive stock option” (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended), I understand that if I sell such Option Shares within one year of this exercise or within two years from the Date of Grant, as defined in the Agreement, I may experience certain adverse federal income tax consequences. I agree to notify the Company in writing within ten days after the date of any such disposition and to immediately deliver to the Company any amount of federal income tax withholding required by law. Additionally, I understand that such Option Shares may not be used in a “swap transaction” to obtain additional Option Shares without incurring taxable income, unless such Option Shares used in the swap transaction have been held by me for two years from the date of the grant and one year from the date of the exercise. I understand the Company shall not be under any obligation to issue any Option Shares upon the exercise of this Option unless and until the Company has determined that (a) The Optionee may it has taken all actions required to register the Option Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof, including, but not limited to, any investment representation, and (b) all other applicable provisions of state and federal law have been satisfied. I acknowledge that the provisions of Sections 9, 12, 15, 16, 17, 25, 26 and 27 of the Agreement shall survive this exercise of the Option or the termination of the Option for any reason. I hereby warrant that I am entitled under the Agreement and the Plan to purchase under this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares which I have agreed to be purchasedpurchase herein. Payment Sincerely, __________________________________________ ______________, Optionee NAME OF OPTIONEE: __________________________________________ DATE OF GRANT: __________________________________________ ANNIVERSARY DATE: __________________________________________ NUMBER OF OPTION SHARES: __________________________________________ Name of Optionee: ____________________ Date of Grant: _________________ Number of Option Shares: __________________ Vest (Exercise) Date: See Exhibit B Exercise Price: Company Cash Amount per Share, as defined in the Agreement and Plan of Merger (the “Merger Agreement”), dated June 8, 2006 by and among Cisco Systems, Inc. (“Acquiror”), Argon Acquisition Corp., a wholly-owned subsidiary of Acquiror, and Audium Corporation. Expiration Date: The ten year anniversary of the Stock Option purchase price for the Option Shares may be made by one or more Date of the following methodsGrant Vesting Schedule: (i) in cash, by certified or bank check or other instrument acceptable Subject to the Administrator; (ii) restrictions and conditions in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale this Agreement, 1/24th of the Shares covered by this Option shall vest on the 30th of the month in which the Effective Time (as defined in the Merger Agreement) occurs and on the last business day of each month in the following 23 months such that all of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to fully vested at the Optionee upon compliance to the satisfaction second anniversary of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with Effective Time. The chart attached hereto as Exhibit B outlines the requirements hereof and vesting schedule for the Optionee. By: Name: Xxxxxxx Xxxxxxxxx Title: President & CEO The Optionee acknowledges receipt of a copy of the Plan. The determination , a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the Administrator as to such compliance shall be final terms and binding on the Optioneeprovisions thereof. The Optionee shall not be deemed has reviewed the Plan, this Option and the Exercise of Stock Option in their entirety and fully understands all provisions of this Option and the Exercise of Stock Option. The Optionee hereby agrees to be the holder accept as binding, conclusive and final all decisions or interpretations of the shares subject to this Stock OptionCommittee and/or Board of Directors upon any questions arising under the Plan. Dated: ______________________________ _________________________________________________________ _________________________________________, or to have any Optionee Until and unless an adjustment is made under Section 9(a) of the rights of Plan, Audium Corporation, a holderDelaware corporation (the “Company”), unless and until this Stock Option shall have been exercised pursuant hereby grants to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s person whose name shall have been entered as the stockholder of record is written on the books of first page hereof (the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect “Optionee”) an option to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is purchase the total number of shares Shares stated on the first page hereof of the Company’s common stock, par value $.01 per share, at the price determined as provided herein, and in all respects subject to exercise under this the terms and provisions of the 2000 Stock Option at and Restricted Stock Plan (the time“Plan”) adopted by the Company, which Plan is incorporated herein by reference. Terms that are not defined herein but that are defined in the Plan shall have the same meanings as in the Plan when used herein.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 1 contract
Exercise of Stock Option. (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise datemonths; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator Company to pay the Stock Option option purchase price, provided that in the event the Optionee chooses to pay the Stock Option option purchase price as so provided in this subsection (iii)provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Harvard Bioscience Inc)
Exercise of Stock Option. (a) The Optionee may exercise only vested portions of this Stock Option and only in the following manner: from time to time on or prior Prior to the Expiration Date of this OptionDate, the Optionee may give written notice on any business day to the Board of Directors or its authorized committee of the Company (the “Administrator”"Board of Directors") of his or her election to purchase some or all of the vested Option Shares shares purchasable at the time of such notice. This Said notice shall specify the number of Option Shares shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may purchased and shall be made by one or more of the following methods: accompanied (i) by payment therefor in cash or, at the Optionee's election, in shares of Common Stock of the Company having a fair market value (as determined below) on the date of exercise equal to or less than the total option exercise price, plus cash, by certified or bank check or other instrument acceptable in an amount equal to the Administrator; amount, if any, by which the total option exercise price exceeds the fair market value of such shares of Common Stock, and (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that as the Administrator Company may require in order to satisfy itself that the issuance and conveyance of Stock to be the shares being purchased pursuant to the such exercise of Options under the Plan and any subsequent resale of the shares of Stock thereof will be in compliance with applicable laws and regulations, including, without limitation, all federal and state securities laws.
(b) Certificates for the shares of Stock so purchased upon exercise of this Stock Option shall will be issued and delivered to the Optionee upon compliance to the reasonable satisfaction of the Administrator Company with all requirements under applicable laws or regulations in connection with such issuance and issuance. Until the Optionee shall have complied with the requirements hereof hereof, the Company shall be under no obligation to issue the shares subject to this Stock Option, and of the Plan. The determination of the Administrator Board of Directors (exclusive of the Optionee) as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Optionof, or to have any of the rights of a holderholder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s 's name shall have been entered as the a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock.
(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Planhereof, no portion of this Stock Option shall be exercisable after the Expiration Date hereofDate.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Little Switzerland Inc/De)
