Common use of Method of Exercise of Options Clause in Contracts

Method of Exercise of Options. Subject to the terms and ----------------------------- conditions of this Agreement, the Options shall be exercisable by notice (an "Exercise Notice") and payment to the Company in accordance with the procedure set forth herein; provided, that the aggregate Exercise Price with respect to -------- any one such exercise shall not be less than $10,000, unless such exercise represents an exercise of all Options that are vested and exercisable as of the date of such exercise. Partial shares may not be exercised. If the Employee fails to accept delivery of and pay for all or any part of the number of shares specified in the Exercise Notice upon tender or delivery thereof, his or her right to exercise the Options with respect to such undelivered shares may be terminated, in the sole discretion of the Committee. (a) Each Exercise Notice shall: (i) state the number of shares in respect of which the Options are being exercised, (ii) be accompanied by payment as provided in paragraph (c) below, and (iii) be signed by the person or persons entitled to exercise such Options. If such Options are being exercised by any person or persons other than the Employee, the Exercise Notice shall be accompanied by proof, satisfactory to the Company and its counsel, of the right of such person or persons to exercise such Options. (b) Payment of the Exercise Price and estimated taxes and fees shall be made by delivering to the Company any one, or a combination of, the following: (i) a certified or bank cashier's check payable to the Company or its order, or a wire transfer directly to an account specified by the Company, (ii) one or more certificates evidencing shares of Common Stock owned by the Employee immediately prior to such exercise, together with a duly executed stock power, having an aggregate Fair Market Value (as defined in the Plan) on the date on which the Exercise Notice is given equal to the aggregate Exercise Price and estimated taxes and fees or (iii) a copy of irrevocable instructions to a registered broker/dealer (which shall have been countersigned and agreed to by such registered broker/dealer) to promptly deliver to the Company an amount of proceeds from the sale of shares of Common Stock to be issued pursuant to the Options being exercised or of a loan made with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Price ("Cashless Exercise"). All exercise instructions must be submitted by the Employee on designated Company forms or through designated Company computer programs (Company intranet processes). (c) The certificate or certificates representing shares of Common Stock to be issued upon exercise of the Options shall be registered in the name of the person or persons exercising such Options (or, if such Options are exercised by the Employee and if the Employee so requests in the applicable Exercise Notice, shall be registered in the name of the Employee and his or her spouse jointly, with the right of survivorship) but only upon compliance with all the provisions of this Agreement, and such certificate(s) shall be delivered within 10 days after receipt of payment and completion by the Employee; provided, that in case of clause (iii) of the first sentence of Section 7(c), -------- the Company shall not be required to make delivery of the certificate(s) until payment is actually received from such broker/dealer. (d) The Company shall have no obligation to issue or deliver fractional shares of Common Stock upon exercise of the Options but may, in its sole discretion, elect to do so. In lieu of issuing any such fractional share, the Company shall pay to the person exercising the Options, promptly following such exercise, an amount in cash equal to the Fair Market Value of such fraction of a share on the date of exercise.

Method of Exercise of Options. Subject to the terms and ----------------------------- conditions of this Agreement, the (a) The Options shall will be exercisable ----------------------------- by notice (an "Exercise Notice") and payment to the Company in accordance with the procedure set forth prescribed herein; provided, that the aggregate Exercise Price with respect to -------- any one such exercise shall will not be less than $10,000, unless such the exercise represents an exercise of all Options that are vested and exercisable as of the date of such the exercise. Partial shares may not be exercised. If the Employee fails to accept delivery of and pay for all or any part of the number of shares specified in the Exercise Notice upon tender or delivery thereof, his or her the Employee's right to exercise the Options with respect to such the undelivered shares may be terminated, terminated in the sole discretion of the Company's Compensation Committee. (ab) Each Exercise Notice shall: will (i1) state the number of shares in respect of which the Options are being exercised, (ii2) be accompanied by payment as provided in paragraph (c) below, below and (iii3) be signed by the person or persons entitled to exercise such the Options. If such Options are being exercised by any person or persons other than the Employee, the Exercise Notice shall will be accompanied by proof, satisfactory to the Company and its counsel, of the right of such the person or persons to exercise such the Options. (bc) Payment of the Exercise Price and estimated taxes and fees shall will be made by delivering to the Company any one, one or a combination of, the following: of (i1) a certified or bank cashier's check payable to the Company or its order, order or a wire transfer directly to an account specified by the Company, (ii2) one or more certificates evidencing shares of Common Stock owned by the Employee immediately prior to such the exercise, together with a duly executed stock power, having an aggregate Fair Market Value (as defined in the Planbelow) on the date on which the Exercise Notice is given equal to the aggregate Exercise Price and estimated taxes and fees or (iii3) a copy of irrevocable instructions to a registered broker/dealer (which shall have been countersigned and agreed to by such registered broker/dealer) to deliver promptly deliver to the Company an amount of proceeds from the sale of shares of Common Stock to be issued pursuant to the Options being exercised or of a loan made with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Price ("Cashless Exercise"). All exercise instructions must be submitted by the Employee on designated Company forms or through designated Company computer programs (Company intranet processes)Price. (cd) The certificate or certificates representing shares of Common Stock to be issued upon exercise of the Options shall will be registered in the name of the person or persons exercising such Options (the Options, or, if such the Options are exercised by the Employee and if the Employee so requests in the applicable Exercise Notice, shall be registered in the name of the Employee and his or her spouse the Employee's spouse, jointly, with the right of survivorship) but only upon compliance with all the provisions of this Agreement, and such certificate(s) shall . The certificate or certificates will be delivered within 10 days after receipt of payment and completion compliance by the Employee; provided, that in the case of clause (iii3) of the first sentence of Section 7(c), -------- the Company shall will not be required to make delivery of the certificate(s) certificate or certificates until payment is actually received from such the broker/dealer. (de) The Company shall will have no obligation to issue or deliver fractional shares of Common Stock upon exercise of the Options but may, in its sole discretion, elect to do so. In lieu of issuing any such fractional share, the Company shall will pay to the person exercising the Options, promptly following such exercise, an amount in cash equal to the Fair Market Value of such the fraction of a share on as of the date of exercise. "Fair Market Value" as of any date means (1) the closing sales price per share of Common Stock on the national securities exchange on which the stock is principally traded, on the next preceding date on which there was a sale of the stock on the exchange, (2) if the shares of Common Stock are not listed or admitted to trading on any exchange, the closing price as reported by the Nasdaq Stock Market for the last preceding date on which there was a sale of the stock on that market, (3) if the shares of Common Stock are not then listed on a national securities exchange or on the Nasdaq Stock Market, the average of the highest reported bid and lowest reported asked prices for the shares of Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations ("NASDAQ") system for the last preceding date on which the bid and asked prices were reported or (4) if the shares of Common Stock are not then listed on any securities exchange or prices therefor are not then quoted in the NASDAQ system, the value determined in good faith by the Company's Compensation Committee.

Method of Exercise of Options. Subject to the terms and ----------------------------- conditions of this Agreement, the (a) The Options shall will be exercisable by notice (an "Exercise Notice") and payment to the Company in accordance with the procedure set forth prescribed herein; provided, that the aggregate Exercise Price with respect to -------- any one such exercise shall will not be less than $10,000, unless such the exercise represents an exercise of all Options that are vested and exercisable as of the date of such the exercise. Partial shares may not be exercised. If the Employee fails to accept delivery of and pay for all or any part of the number of shares specified in the Exercise Notice upon tender or delivery thereof, his or her the Employee's right to exercise the Options with respect to such the undelivered shares may be terminated, terminated in the sole discretion of the Company's Compensation Committee. . (ab) Each Exercise Notice shall: will (i1) state the number of shares in respect of which the Options are being exercised, (ii2) be accompanied by payment as provided in paragraph (c) below, below and (iii3) be signed by the person or persons entitled to exercise such the Options. If such Options are being exercised by any person or persons other than the Employee, the Exercise Notice shall will be accompanied by proof, satisfactory to the Company and its counsel, of the right of such the person or persons to exercise such the Options. . (bc) Payment of the Exercise Price and estimated taxes and fees shall will be made by delivering to the Company any one, one or a combination of, the following: of (i1) a certified or bank cashier's check payable to the Company or its order, order or a wire transfer directly to an account specified by the Company, (ii2) one or more certificates evidencing shares of Common Stock owned by the Employee immediately prior to such the exercise, together with a duly executed stock power, having an aggregate Fair Market Value (as defined in the Planbelow) on the date on which the Exercise Notice is given equal to the aggregate Exercise Price and estimated taxes and fees or (iii3) a copy of irrevocable instructions to a registered broker/dealer (which shall have been countersigned and agreed to by such registered broker/dealer) to deliver promptly deliver to the Company an amount of proceeds from the sale of shares of Common Stock to be issued pursuant to the Options being exercised or of a loan made with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Price ("Cashless Exercise"). All exercise instructions must be submitted by the Employee on designated Company forms or through designated Company computer programs (Company intranet processes)Price. (c) The certificate or certificates representing shares of Common Stock to be issued upon exercise of the Options shall be registered in the name of the person or persons exercising such Options (or, if such Options are exercised by the Employee and if the Employee so requests in the applicable Exercise Notice, shall be registered in the name of the Employee and his or her spouse jointly, with the right of survivorship) but only upon compliance with all the provisions of this Agreement, and such certificate(s) shall be delivered within 10 days after receipt of payment and completion by the Employee; provided, that in case of clause (iii) of the first sentence of Section 7(c), -------- the Company shall not be required to make delivery of the certificate(s) until payment is actually received from such broker/dealer. (d) The Company shall have no obligation to issue or deliver fractional shares of Common Stock upon exercise of the Options but may, in its sole discretion, elect to do so. In lieu of issuing any such fractional share, the Company shall pay to the person exercising the Options, promptly following such exercise, an amount in cash equal to the Fair Market Value of such fraction of a share on the date of exercise.