Common use of Manner of Exercisability and Payment Clause in Contracts

Manner of Exercisability and Payment. (a) Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The notice shall state which Option(s) Employee is electing to exercise and the number of Option Shares being exercised and shall be signed by Employee. (b) The notice of exercise described in Section 6.4(a) hereof shall be accompanied by the full purchase price for the Option Shares being exercised, in cash or by check or (subject to the Company's consent) instructions from Employee to the Company directing the Company to delivery a specified number of Option Shares directly to a designed broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes pursuant to Section 6.8 hereof. (c) Upon receipt of notice of exercise and full payment for the Option Shares being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee of the number of Options Shares as to which such exercise was effective. (d) Employee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee shall have paid the full purchase price for the number of Option Shares exercised, (ii) the Company shall have issued and delivered the Option Shares to Employee, and (iii) Employee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee shall have full ownership rights with respect to such the Option Shares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The notice shall state which Option(s) Employee is electing to exercise and the number of Option Shares being exercised and shall be signed by Employee. (b) The notice of exercise described in Section 6.4(a) hereof shall be accompanied by the full purchase price for the Option Shares being exercised, in cash or by check or (subject to the Company's consent) instructions from Employee to the Company directing the Company to delivery a specified number of Option Shares directly to a designed broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes pursuant to Section 6.8 hereof. (c) Upon receipt of notice of exercise and full payment for the Option Shares being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee of the number of Options Shares as to which such exercise was effective. (d) Employee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee shall have paid the full purchase price for the number of Option Shares exercised, (ii) the Company shall have issued and delivered the Option Shares to Employee, and (iii) Employee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee shall have full ownership rights with respect to such the Option Shares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY AUGUST 1, 20042003, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX EXXXX POCHAPSKI AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) 6.1 Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The Such notice shall state which Option(s) Employee the Optionee is electing to exercise and the number of Option Shares shares in respect of which such Option(s) is being exercised and shall be signed by Employeethe Optionee. If requested by the Company, the Optionee shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of the Optionee to exercise such Option(s). (b) 6.2 The notice of exercise described in Section 6.4(a) 6.1 hereof shall be accompanied by the full purchase price for the Option Shares shares in respect of which the Option(s) is being exercised, in cash cash, by check, or by check transferring shares of Common Stock to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such shares of Common Stock are substituted or (ii) subject to the consent of the Company's consent) , instructions from Employee the Optionee to the Company directing the Company to delivery deliver a specified number of Option Shares shares of Common Stock directly to a designed designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes Withholding Taxes (as defined in Section 13) pursuant to Section 6.8 13 hereof. (c) 6.3 Upon receipt of notice of exercise and full payment for the shares in respect of which an Option Shares is being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee the Optionee of the number of Options Shares shares as to which such exercise was effective. (d) Employee 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any shares subject to an Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee the Optionee shall have paid the full purchase price for the number of shares in respect of which the Option Shares was exercised, (ii) the Company shall have issued and delivered the Option Shares shares to Employeethe Optionee, and (iii) Employeethe Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee the Optionee shall have full voting and other ownership rights with respect to such the Option Sharesshares. (e) 6.5 Each certificate representing Option Shares Common Stock initially issued upon exercise of an Option, unless at the time of exercise exercise, such Option Shares shares of Common Stock are registered under the Securities Act of 1933, as amendedAct, shall bear the following legend on the face thereof: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")AMENDED, AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, AND SOLD ONLY IF SO REGISTERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION IN A MANNER EXEMPT FROM REGISTRATION UNDER THE 1933 SUCH ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The notice shall state which Option(s) Employee is electing to exercise and the number of Option Shares being exercised and shall be signed by Employee. (b) The notice of exercise described in Section 6.4(a) hereof shall be accompanied by the full purchase price for the Option Shares being exercised, in cash or by check or (subject to the Company's consent) instructions from Employee to the Company directing the Company to delivery a specified number of Option Shares directly to a designed broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes pursuant to Section 6.8 hereof. (c) Upon receipt of notice of exercise and full payment for the Option Shares being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee of the number of Options Shares as to which such exercise was effective. (d) Employee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee shall have paid the full purchase price for the number of Option Shares exercised, (ii) the Company shall have issued and delivered the Option Shares to Employee, and (iii) Employee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee shall have full ownership rights with respect to such the Option Shares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX SXXXXX XXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The notice shall state which Option(s) Employee is electing to exercise and the number of Option Shares being exercised and shall be signed by Employee. (b) The notice of exercise described in Section 6.4(a) hereof shall be accompanied by the full purchase price for the Option Shares being exercised, in cash or by check or (subject to the Company's consent) instructions from Employee to the Company directing the Company to delivery a specified number of Option Shares directly to a designed broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes pursuant to Section 6.8 hereof. (c) Upon receipt of notice of exercise and full payment for the Option Shares being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee of the number of Options Shares as to which such exercise was effective. (d) Employee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee shall have paid the full purchase price for the number of Option Shares exercised, (ii) the Company shall have issued and delivered the Option Shares to Employee, and (iii) Employee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee shall have full ownership rights with respect to such the Option Shares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY AND OXXX VXXXXXXX X. XXXXXXXXX XXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) 6.1 Subject to the terms and conditions of this Agreement, each the Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The Such notice shall state which Option(s) Employee is electing to exercise and the number of shares in respect of which the Option Shares is being exercised and shall be signed by Employeethe Optionee. If requested by the Company, the Optionee shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of the Optionee to exercise the Option. (b) 6.2 The notice of exercise described in Section 6.4(a) 6.1 hereof shall be accompanied by the full purchase price for the shares in respect of which the Option Shares is being exercised, in cash cash, by check, or by check transferring shares of Common Stock to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such shares of Common Stock are substituted or (ii) subject to the consent of the Company's consent) , instructions from Employee the Optionee to the Company directing the Company to delivery deliver a specified number of Option Shares shares of Common Stock directly to a designed designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes Withholding Taxes (as defined in Section 13) pursuant to Section 6.8 13 hereof. (c) 6.3 Upon receipt of notice of exercise and full payment for the shares in respect of which the Option Shares is being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee the Optionee of the number of Options Shares shares as to which such exercise was effective. (d) Employee 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any shares subject to the Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee the Optionee shall have paid the full purchase price for the number of shares in respect of which the Option Shares was exercised, (ii) the Company shall have issued and delivered the Option Shares shares to Employeethe Optionee, and (iii) Employeethe Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee the Optionee shall have full voting and other ownership rights with respect to such the Option Sharesshares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.

Manner of Exercisability and Payment. (a) Subject to the terms and conditions of this Agreement, each Option may be exercised in whole at any time, or in part, from time to time, by delivery of written notice to the Company, at its principal executive office. The notice shall state which Option(s) Employee is electing to exercise and the number of Option Shares being exercised and shall be signed by Employee. (b) The notice of exercise described in Section 6.4(a) hereof shall be accompanied by the full purchase price for the Option Shares being exercised, in cash or by check or (subject to the Company's consent) instructions from Employee to the Company directing the Company to delivery a specified number of Option Shares directly to a designed broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Company in its sole discretion and full payment of all applicable withholding taxes pursuant to Section 6.8 hereof. (c) Upon receipt of notice of exercise and full payment for the Option Shares being exercised, the Company shall take such action as may be necessary to effect the transfer to Employee of the number of Options Shares as to which such exercise was effective. (d) Employee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares until (i) the Option shall have been exercised pursuant to the terms of this Agreement and Employee shall have paid the full purchase price for the number of Option Shares exercised, (ii) the Company shall have issued and delivered the Option Shares to Employee, and (iii) Employee's name shall have been entered as a stockholder of record on the books of the Company, whereupon Employee shall have full ownership rights with respect to such the Option Shares. (e) Each certificate representing Option Shares initially issued upon exercise of an Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, as amended, shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 20042003, BETWEEN THE COMPANY AND OXXX X. XXXXXXXXX DXXXX XXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE STOCK OPTION AGREEMENT.