Common use of Method of Exercise and Form of Payment Clause in Contracts

Method of Exercise and Form of Payment. (i) Subject to Section 2(b) of this Agreement and Section 7(d) of the Plan, the Vested Options may be exercised (in whole or in part) by delivering written or electronic notice to the Company (or electronic or telephonic instructions to the extent provided by the Committee) at its principal office of intent to so exercise (an “Exercise Notice”); provided, that an Option may be exercised with respect to whole shares of Common Stock only, and provided, further, that any fractional shares of Common Stock shall be settled in cash. The Exercise Notice shall specify the number of shares of Common Stock for which the Option is being exercised and shall be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price may be made at the election of the Participant (A) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), or (B) if permitted by the 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 Committee, (1) in shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such shares of Common Stock have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles and provided, further, that such shares of Common Stock are not subject to any pledge or other security interest (2) partly in cash and partly in such shares, (3) if there is a public market for the shares of Common Stock at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell shares of Common Stock obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for such shares of Common Stock being purchased, or (4) using a net settlement mechanism whereby the number of shares of Common Stock delivered upon the exercise of the Option will be reduced by a number of shares of Common Stock that has a Fair Market Value equal to the Exercise Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option and/or the shares of Common Stock subject to such Option, under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify for exemption the shares of Common Stock subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the shares of Common Stock subject to such Option, the Company may issue certificates in the Participant’s name for such shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, exercise of the Vested Options (to the extent exercisable pursuant to Section 2), and all other rights of the Participant under this Agreement (including Section 3(a)) shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Shareholders Agreement in the form attached hereto as Exhibit B, or as may be entered into by and among Parent, the Company, and the Company’s shareholders and amended or supplemented from time to time in accordance with the terms thereof, the “Shareholders Agreement”) (provided that, if the Participant is already a party to the Shareholders Agreement, then the shares of Common Stock acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise and Form of Payment. (i) Subject No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with Section 2(b) of this Agreement and Section 7(d13(d) of the Plan, the Vested . Options which have become exercisable may be exercised (in whole or in part) by delivering delivery of written or electronic notice of exercise to the Company (or electronic or telephonic instructions to the extent provided by the Committee) at its principal office in accordance with the terms of intent to so exercise the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (an “Exercise Notice”); providedi) in cash, that an Option may be exercised with respect to whole check, cash equivalent, and/or shares of Common Stock onlyvalued at the Fair Market Value at the time the Option is exercised (including, and providedpursuant to procedures approved by the Committee, further, that any fractional shares by means of Common Stock shall be settled in cash. The Exercise Notice shall specify the attestation of ownership of a sufficient number of shares of Common Stock for which the Option is being exercised and shall be accompanied by payment in full lieu of the Exercise Price. The payment actual issuance of the Exercise Price may be made at the election of the Participant (A) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), or (B) if permitted by the 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 Committee, (1) in such shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock being purchased and satisfying such other reasonable requirements as may be imposed by the CommitteeCompany); provided, that such shares of Common Stock are not subject to any pledge or other security interest and have been held by the Participant for any at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles and provided(“GAAP”)); or (ii) by such other method as the Committee may permit in its sole discretion, furtherincluding, that such shares without limitation (A) in other property having a fair market value on the date of Common Stock are not subject exercise equal to any pledge or other security interest the Exercise Price; (2) partly in cash and partly in such shares, (3B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery ) a copy of irrevocable instructions to a broker stockbroker to sell the shares of Common Stock obtained otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for such shares of Common Stock being purchased, Price; or (4C) using a “net settlement mechanism whereby exercise” procedure effected by withholding the minimum number of shares of Common Stock delivered upon otherwise issuable in respect of an Option that are needed to pay the exercise Exercise Price and any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with Section 13(d) of the Option will be reduced by a number of Plan. Any fractional shares of Common Stock that has a Fair Market Value equal to the Exercise Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid be settled in full for such shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plancash. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option and/or the shares of Common Stock subject to such Option, under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify for exemption the shares of Common Stock subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the shares of Common Stock subject to such Option, the Company may issue certificates in the Participant’s name for such shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, exercise of the Vested Options (to the extent exercisable pursuant to Section 2), and all other rights of the Participant under this Agreement (including Section 3(a)) shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Shareholders Agreement in the form attached hereto as Exhibit B, or as may be entered into by and among Parent, the Company, and the Company’s shareholders and amended or supplemented from time to time in accordance with the terms thereof, the “Shareholders Agreement”) (provided that, if the Participant is already a party to the Shareholders Agreement, then the shares of Common Stock acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise and Form of Payment. (i) Subject No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with Section 2(b) of this Agreement and Section 7(d13(d) of the Plan, the Vested . Options which have become exercisable may be exercised (in whole or in part) by delivering delivery of written or electronic notice of exercise to the Company Company, or any third-party administrator, as applicable, (or electronic or telephonic instructions to the extent provided by the Committee) at its principal office in accordance with the terms of intent to so the Option and any other exercise procedure established by the Committee, accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (an “Exercise Notice”); providedi) in cash, that an Option may be exercised with respect to whole check, cash equivalent, and/or shares of Common Stock onlyvalued at the Fair Market Value at the time the Option is exercised (including, and providedpursuant to procedures approved by the Committee, further, that any fractional shares by means of Common Stock shall be settled in cash. The Exercise Notice shall specify the attestation of ownership of a sufficient number of shares of Common Stock for which the Option is being exercised and shall be accompanied by payment in full lieu of the Exercise Price. The payment actual physical transfer of the Exercise Price may be made at the election of the Participant (A) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), or (B) if permitted by the 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 Committee, (1) in such shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock being purchased and satisfying such other reasonable requirements as may be imposed by the CommitteeCompany); provided, that such shares of Common Stock are not subject to any pledge or other security interest and have been held by the Participant for any at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles and provided(“GAAP”)); or (ii) by such other method as the Committee may permit in its sole discretion, furtherincluding, that such shares without limitation (A) in other property having a fair market value on the date of Common Stock are not subject exercise equal to any pledge or other security interest the Exercise Price; (2) partly in cash and partly in such shares, (3B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery ) a copy of irrevocable instructions to a broker stockbroker to sell the shares of Common Stock obtained otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for such shares of Common Stock being purchased, Price; or (4C) using a “net settlement mechanism whereby exercise” procedure effected by withholding the minimum number of shares of Common Stock delivered upon otherwise issuable in respect of an Option that are needed to pay the exercise Exercise Price and any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with Section 13(d) of the Option will Plan. In determining the methods that a Participant may utilize to pay the Exercise Price, the Committee may consider such factors as it determines are appropriate; provided, however, that, with respect to Incentive Stock Options, all such discretionary determinations shall be reduced made by a number the Committee at the time of grant and specified in the Award Agreement. Unless otherwise determined by the Committee, any fractional shares of Common Stock that has a Fair Market Value equal to the Exercise Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid be settled in full for such shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plancash. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option and/or the shares of Common Stock subject to such Option, under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify for exemption the shares of Common Stock subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the shares of Common Stock subject to such Option, the Company may issue certificates in the Participant’s name for such shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, exercise of the Vested Options (to the extent exercisable pursuant to Section 2), and all other rights of the Participant under this Agreement (including Section 3(a)) shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Shareholders Agreement in the form attached hereto as Exhibit B, or as may be entered into by and among Parent, the Company, and the Company’s shareholders and amended or supplemented from time to time in accordance with the terms thereof, the “Shareholders Agreement”) (provided that, if the Participant is already a party to the Shareholders Agreement, then the shares of Common Stock acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise and Form of Payment. (i) Subject to Section 2(b) of this Agreement and Section 7(d) of the Plan, the Vested Options that have become exercisable may be exercised (in whole or in part) by delivering delivery of timely written or electronic notice to the Company (or electronic or telephonic instructions at its executive offices, addressed to the extent provided by attention of the CommitteeCompany’s Corporate Secretary. Such notice: (A) at its principal office of intent to so exercise (an “Exercise Notice”); provided, that an Option may be exercised with respect to whole shares of Common Stock only, and provided, further, that any fractional shares of Common Stock shall be settled in cash. The Exercise Notice signed by Participant or his or her legal representative; (B) shall specify the number of shares of Common Stock for which the Option is Options being exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (C) shall be accompanied by payment (or promise to pay, as applicable) in full of the Exercise PricePrice of the Shares to be purchased (along with an amount equal to any federal, state, local, and non-U.S. income and employment taxes required to be withheld). The payment of the Exercise Price may shall be made payable: (a) in cash, check, cash equivalent and/or shares of Stock valued at the election of Fair Market Value at the Participant time the Option is exercised (A) in cash or its equivalent (e.g.including, by check or, if permitted pursuant to procedures approved by the Committee, by means of attestation of ownership of a full-recourse promissory notesufficient number of shares of Stock in lieu of actual delivery of such shares to the Company), ; or (Bb) if permitted by such other method as the 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 CommitteeCommittee may permit in its sole discretion, including without limitation: (1i) in shares of Common Stock other property having a Fair Market Value fair market value on the date of exercise equal to the aggregate Exercise Price for the shares of Common Stock being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such shares of Common Stock have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles and provided, further, that such shares of Common Stock are not subject to any pledge or other security interest (2) partly in cash and partly in such sharesPrice, (3ii) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant NQSO US 1/2018 to which the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery Company is delivered a copy of irrevocable instructions to a broker stockbroker to sell shares of Common Stock obtained the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out equal to the Exercise Price, or (iii) by a “net exercise” method whereby the Company withholds from the delivery of the proceeds Shares for which the Option was exercised that number of such sale Shares having a Fair Market Value equal to the aggregate Exercise Price for such shares the Shares for which the Option was exercised. Any fractional Shares shall be settled in cash. The Company shall deliver to Participant evidence of Common Stock being purchasedbook entry Shares, or (4) using a net settlement mechanism whereby upon Participant’s request, Share certificates in an appropriate amount based upon the number of shares of Common Stock delivered upon Shares purchased under the exercise of the Option will be reduced by a number of shares of Common Stock that has a Fair Market Value equal to the Exercise PriceOption. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option and/or the shares of Common Stock subject to such Option, under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts maintain a record of all information pertaining to take such actions as are necessary and appropriate to register or qualify for exemption the shares of Common Stock subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the shares of Common Stock subject to such Option, the Company may issue certificates in the Participant’s name for such shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, exercise of the Vested Options (to the extent exercisable pursuant to Section 2), and all other rights of the Participant under this Agreement (including Section 3(a)) shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are exercisable. If all of the Options granted pursuant to this Award Agreement have been exercised, this Award Agreement shall pass by will or by the laws of descent be null and distribution as the case may be. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. 001366-0005-13471-Active.14089300.1001366-0005-13471-Active.14089300.1 (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Shareholders Agreement in the form attached hereto as Exhibit B, or as may be entered into by and among Parent, the Company, and the Company’s shareholders and amended or supplemented from time to time in accordance with the terms thereof, the “Shareholders Agreement”) (provided that, if the Participant is already a party to the Shareholders Agreement, then the shares of Common Stock acquired under the Option shall automatically become subject to such agreements without any further action)void.