Common use of Method of Exercise and Payment; Certain Restrictions on Resale Clause in Contracts

Method of Exercise and Payment; Certain Restrictions on Resale. (a) Exercise and Payment. Once vested and exercisable, the Option, or any vested portion thereof, may be exercised by the Optionee (or his or her beneficiary or estate) by delivery to the Company on any business day (the "Option Exercise Date") written notice (the "Option Exercise Notice"), in such manner and form as may be required by the Committee, specifying the number of Option Shares the Optionee then desires to purchase and the aggregate exercise price for such Option Shares (the "Option Exercise Price"). The Option Exercise Notice shall be accompanied by payment of the Option Exercise Price and any other amounts required to be paid pursuant to Section 5. The Optionee may pay the Option Exercise Price by delivering to the Company cash, shares of Qualifying Common Stock (as defined below) already owned by the Optionee or a combination of cash and such shares of Qualifying Common Stock provided that the aggregate Fair Market Value on the Option Exercise Date of the shares of Qualifying Common Stock delivered in payment of any portion of the Option Exercise Price shall be equal to the excess of (x) the Option Exercise Price over (y) the amount of any cash delivered by the Optionee in payment of the Option Exercise Price. For purposes of this Agreement, shares of Common Stock shall constitute Qualifying Common Stock that may be delivered in payment of the Option Exercise Price if such shares (i) are not subject to any outstanding loan or other obligation and are not pledged as collateral with respect to any loan or other obligation, other than any such loan or other obligation extended to the Optionee by the Company or any Subsidiary provided the Committee approves the delivery of such shares to pay the Option Exercise Price, and (ii) either (x) have been owned by the Optionee without certain restrictions for a continuous period of at least six months (or such greater or lesser period as the Committee shall determine) or (y) were purchased by the Optionee on a U.S. national securities exchange. The Committee may also permit the Optionee to arrange for the payment of all or any portion of the Option Exercise Price and other amounts required to be paid pursuant to Section 5 by directing a securities broker approved for such purpose by the Committee to deliver to the Company, on behalf of the Optionee, the proceeds of the sale on the Option Exercise Date of a number of the Option Shares then being purchased by the Optionee having aggregate sales proceeds on the Exercise Date equal to the sum of all or the applicable portion of the Option Exercise Price and the amounts required to be paid pursuant to Section 5 that the Optionee elects to satisfy by using the proceeds of the sale of the Option Shares (the "Cashless Exercise Procedure"). Within a reasonable period of time after the Option Exercise Date, subject to payment of the Option Exercise Price and any amounts required to be paid by the Optionee pursuant to Section 5, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry reflecting the Optionee's ownership of the Option Shares then being purchased by the Optionee. Upon request, the Company shall deliver to the Optionee a certificate or certificates for the number of Option Shares (reduced, if applicable, by the number of Option Shares sold on the Option Exercise Date pursuant to the Cashless Exercise Procedure) purchased by the Optionee, registered in the name of the Optionee. In the event that the Company or the Committee, in its sole discretion, shall determine that, under applicable U.S. federal or state or non-U.S. securities laws, the transfer of any Option Shares must be subject to restriction, any certificates issued under this Section 3(a) shall bear an appropriate legend restricting the transfer of such Option Shares and appropriate stop transfer instructions shall be delivered to the Company's stock transfer agent.

Method of Exercise and Payment; Certain Restrictions on Resale. (a) Exercise and Payment. Once vested and exercisable, the Option, or -------------------- any vested portion thereof, may be exercised by the Optionee (or his or her beneficiary or estate) by delivery to the Company on any business day (the "Option Exercise Date") written notice (the "Option Exercise Notice"), in such manner and form as may be required by the Committee, specifying the number of Option Shares the Optionee then desires to purchase and the aggregate exercise price for such Option Shares (the "Option Exercise Price"). The Option Exercise Notice shall be accompanied by payment of the Option Exercise Price and any other amounts required to be paid pursuant to Section 5. The Optionee may pay the Option Exercise Price by delivering to the Company cash, shares of Qualifying Common Stock (as defined below) already owned by the Optionee or a combination of cash and such shares of Qualifying Common Stock provided that the aggregate Fair Market Value on the Option Exercise Date of the shares of Qualifying Common Stock delivered in payment of any portion of the Option Exercise Price shall be equal to the excess of (x) the Option Exercise Price over (y) the amount of any cash delivered by the Optionee in payment of the Option Exercise Price. For purposes of this Agreement, shares of Common Stock shall constitute Qualifying Common Stock that may be delivered in payment of the Option Exercise Price if such shares (i) are not subject to any outstanding loan or other obligation and are not pledged as collateral with respect to any loan or other obligation, other than any such loan or other obligation extended to the Optionee by the Company or any Subsidiary provided the Committee approves the delivery of such shares to pay the Option Exercise Price, and (ii) either (x) have been owned by the Optionee without certain restrictions for a continuous period of at least six months (or such greater or lesser period as the Committee shall determine) or (y) were purchased by the Optionee on a U.S. national securities exchange. The Committee may also permit the Optionee to arrange for the payment of all or any portion of the Option Exercise Price and other amounts required to be paid pursuant to Section 5 by directing a securities broker approved for such purpose by the Committee to deliver to the Company, on behalf of the Optionee, the proceeds of the sale on the Option Exercise Date of a number of the Option Shares then being purchased by the Optionee having aggregate sales proceeds on the Exercise Date equal to the sum of all or the applicable portion of the Option Exercise Price and the amounts required to be paid pursuant to Section 5 that the Optionee elects to satisfy by using the proceeds of the sale of the Option Shares (the "Cashless Exercise Procedure"). Within a reasonable period of time after the Option Exercise Date, subject to payment of the Option Exercise Price and any amounts required to be paid by the Optionee pursuant to Section 5, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry reflecting the Optionee's ownership of the Option Shares then being purchased by the Optionee. Upon request, the Company shall deliver to the Optionee a certificate or certificates for the number of Option Shares (reduced, if applicable, by the number of Option Shares sold on the Option Exercise Date pursuant to the Cashless Exercise Procedure) purchased by the Optionee, registered in the name of the Optionee. In the event that the Company or the Committee, in its sole discretion, shall determine that, under applicable U.S. federal or state or non-U.S. securities laws, the transfer of any Option Shares must be subject to restriction, any certificates issued under this Section 3(a) shall bear an appropriate legend restricting the transfer of such Option Shares and appropriate stop transfer instructions shall be delivered to the Company's stock transfer agent.

Method of Exercise and Payment; Certain Restrictions on Resale. (a) Exercise and Payment. Once vested and exercisable, the Option, or any vested such portion thereof, may be exercised by the Optionee (or his or her beneficiary or estate) by delivery delivering to the Company on any business day (the "Option Exercise Date") written notice (the "Option Exercise Notice"), in such manner and form as may be required by the CommitteeBoard, specifying the number of Option Shares the Optionee then desires to purchase and the aggregate exercise price for such Option Shares (the "Option Exercise Price"). The Option Exercise Notice shall be accompanied by payment of the Option Exercise Price and any other amounts required to be paid pursuant to Section 54. The Optionee may pay the Option Exercise Price by delivering to the Company cash, shares of Qualifying Common Stock (as defined below) already owned by the Optionee or a combination of cash and such shares of Qualifying Common Stock Stock, provided that the aggregate Fair Market Value on the Option Exercise Date of the shares of Qualifying Common Stock delivered in payment of any portion of the Option Exercise Price shall be equal to the excess of (x) the Option Exercise Price Price, over (y) the amount of any cash delivered by the Optionee in payment of the Option Exercise Price. For purposes of this Agreement, shares of Common Stock shall constitute Qualifying Common Stock that may be delivered in payment of the Option Exercise Price if such shares (i) are not subject to any outstanding loan or other obligation and are not pledged as collateral with respect to any loan or other obligation, obligation other than any such loan or other obligation extended to the Optionee by the Company or any Subsidiary provided the Committee approves the delivery of such shares to pay the Option Exercise PriceSubsidiary, and (ii) either (x) have been owned by the Optionee without certain restrictions restriction for a continuous period of at least six months (or such greater or lesser period as the Committee shall determine) months, or (yiii) were purchased by the Optionee on a U.S. national securities exchange. The Committee may also permit the Optionee to arrange for the payment of all or any portion of the Option Exercise Price and other amounts required to be paid pursuant to Section 5 by directing a securities broker approved for such purpose by the Committee to deliver to the Company, on behalf of the Optionee, the proceeds of the sale on the Option Exercise Date of a number of the Option Shares then being purchased by the Optionee having aggregate sales proceeds on the Exercise Date equal to the sum of all or the applicable portion of the Option Exercise Price and the amounts required to be paid pursuant to Section 5 that the Optionee elects to satisfy by using the proceeds of the sale of the Option Shares (the "Cashless Exercise Procedure"). Within a reasonable period of time after the Option Exercise Date, subject to payment of the Option Exercise Price and any amounts required to be paid by the Optionee pursuant to Section 54, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry reflecting the Optionee's ownership of the Option Shares then being purchased by the Optionee. Upon request, the Company shall deliver to the Optionee a certificate or certificates for the number of Option Shares (reduced, if applicable, by the number of Option Shares sold on the Option Exercise Date pursuant to the Cashless Exercise Procedure) purchased by the Optionee, registered in the name of the Optionee. In the event that the Company or the CommitteeBoard, in its sole discretion, shall determine that, under applicable U.S. federal or state or non-U.S. securities laws, the transfer of any Option Shares must be subject to restriction, any certificates issued under this Section 3(a) shall bear an appropriate legend restricting the transfer of such Option Shares Shares, and appropriate stop transfer instructions shall be delivered to the Company's stock transfer agent.