Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company: (a) in cash, or by certified check, bank draft, or postal or express money order; (b) through the delivery of Common Shares previously acquired by the Optionee; (c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option; (d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or (e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 17 contracts
Samples: Nonqualified Stock Option Agreement (Pioneer Power Solutions, Inc.), Nonqualified Stock Option Agreement (Blue Earth, Inc.), Nonqualified Stock Option Agreement (AirTouch Communications, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 12 contracts
Samples: Incentive Stock Option Agreement (AirTouch Communications, Inc.), Incentive Stock Option Agreement (Waxess Holdings, Inc.), Incentive Stock Option Agreement (Empire Sports & Entertainment Holdings Co.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 4 contracts
Samples: Nonqualified Stock Option Agreement (Be Active Holdings, Inc.), Nonqualified Stock Option Agreement (Bullfrog Gold Corp.), Nonqualified Stock Option Agreement (Rapid Holdings Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 4 contracts
Samples: Incentive Stock Option Agreement (Be Active Holdings, Inc.), Incentive Stock Option Agreement (Bullfrog Gold Corp.), Incentive Stock Option Agreement (Rapid Holdings Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company Corporation at its principal officebusiness address attention of the Secretary. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the full Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cashOption divided by the Fair Market Value on the date of exercise, or by certified check, bank draft, or postal or express money order;
delivery (bincluding delivery by facsimile transmission) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the broker promptly to shares and deliver the sale proceeds directly to the Company the amount necessary Corporation to pay for the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) aboveprice. In the event that payment is made in shares of the exercise price is paid, in whole or in part, with Common SharesStock, the portion per share value of the exercise price so paid Common Stock shall be equal to the Fair Market Value of the Common Shares surrendered such stock on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a The certificate or certificates representing or book entries as applicable, for the Common Shares with respect shares as to which the Option is shall have been so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) exercised shall be registered in the name of the person or persons so exercising the Option Option, (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, the certificate or certificates or book entry shall be registered in the name of the Optionee and the Optionee’s spouse, another person jointly, with the right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person after or persons other than the death or disability Optionee (as determined in accordance with Section 22(e)(3) of to the Code) of the Optioneeextent permitted under this Option Agreement), the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 4 contracts
Samples: Non Qualified Stock Option Agreement (Psychemedics Corp), Incentive Stock Option Agreement (Psychemedics Corp), Non Qualified Stock Option Agreement (Psychemedics Corp)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company Corporation at its principal officebusiness address attention of the Secretary. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the full Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cashOption divided by the Fair Market Value on the date of exercise, or by certified check, bank draft, or postal or express money order;
delivery (bincluding delivery by facsimile transmission) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the broker promptly to shares and deliver the sale proceeds directly to the Company the amount necessary Corporation to pay for the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) aboveprice. In the event that payment is made in shares of the exercise price is paid, in whole or in part, with Common SharesStock, the portion per share value of the exercise price so paid Common Stock shall be equal to the Fair Market Value of the Common Shares surrendered such stock on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a The certificate or certificates representing for the Common Shares with respect shares as to which the Option is shall have been so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) exercised shall be registered in the name of the person or persons so exercising the Option Option, (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and the Optionee’s spouse, another person jointly, with the right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person after or persons other than the death or disability Optionee (as determined in accordance with Section 22(e)(3) of to the Code) of the Optioneeextent permitted under this Non-Qualified Stock Option Agreement), the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Psychemedics Corp), Non Qualified Stock Option Agreement (Psychemedics Corp), Non Qualified Stock Option Agreement (Psychemedics Corp)
Method of Exercising Option. Subject If the Optionee elects to exercise the Option, he may do so in whole or in part at any time subject to the terms and conditions of this Option Agreement and the Plantermination dates specified herein. The Option, the Option or any part thereof, may be exercised by the Optionee in either of the following ways:
(a) If the Optionee decides to exercise all or part of his Option and make payment for the Common Shares in full, he shall give written notice to the Company at its principal office. The Corporation, specifying therein the number of Common Shares which he then elects to purchase, accompanied by cash or certified check payable to the order of the Corporation.
(b) If the Optionee decides to exercise all or part of the Option and make payment in installments, the Optionee shall give written notice to the Corporation specifying therein the number of Common Shares which he then elects to purchase, accompanied by a promissory note, in a form satisfactory to the Corporation, executed by the Optionee and evidencing the obligation of the Optionee to pay the option price to the Corporation in equal annual installments payable on the annual anniversary date of exercise beginning one year after the date of such notice exercise and terminating on the third anniversary of the date of exercise of the Option, together with interest at the lowest rate imputed by the Internal Revenue Service when an interest rate is attached hereto not stated in a contract. Notwithstanding the foregoing, in the event the Optionee's relationship with the Corporation is terminated for any reason, (a) then any such promissory note shall immediately be due and payable, and (b) the Optionee shall state the election not be eligible to exercise the Option and the number of whole shares with respect to which it is being exercised; make payment in installments, but shall be signed required to make payment by cash or certified check payable to the order of the Corporation. As soon as practicable after receipt by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price Corporation of such shares. Only notice and of payment in full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing all the Common Shares with respect to which the Option has been exercised (including interest if payment is so exercised. The Optionee shall obtain the rights of made in installments), a shareholder upon receipt of a certificate(s) certificate or certificates representing such Common Shares. Such certificate(s) Shares shall be registered issued in the name of the person so exercising the Option (Optionee, or, if the Option is exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, another person jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of to the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares shall be issued only upon receipt by the Corporation of the Optionee's representation that the shares are purchased upon exercise of the Option as provided herein shall be fully paid for investment and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plana view toward distribution thereof.
Appears in 3 contracts
Samples: Stock Option Agreement (Correctional Services Corp), Stock Option Agreement (Correctional Services Corp), Stock Option Agreement (Correctional Services Corp)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 10 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Chief Executive Officer. The Such notice (a suggested form of such notice which is attached hereto and hereto) shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Optionee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at their Fair Market Value on the Optioneedate of exercise;
(c) by having the Company withhold shares of Common Stock at their Fair Market Value on the date of exercise;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares Stock surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 3 contracts
Samples: Employment Agreement (Sontra Medical Corp), Employment Agreement (Sontra Medical Corp), Employment Agreement (Sontra Medical Corp)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal officeoffice to the attention of the Company’s Chief Financial Officer. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. .
(b) The exercise price shall be paid to the Company:
(ai) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(cii) by delivering a properly executed notice of exercise of the Option to the Company and a the Company’s exclusive broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(eiii) in any combination of (a), i) and (b), ii) above.
(c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. .
(d) Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. .
(e) Upon exercise of the Option, the Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or any payment of any kind due Optionee or such other means as the Committee considers appropriate appropriate, to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Yahoo Inc), Nonqualified Stock Option Agreement (Interclick, Inc.), Nonqualified Stock Option Agreement (Interclick, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Greenleaf Forest Products, Inc.), Nonqualified Stock Option Agreement (China Clean Energy Inc), Nonqualified Stock Option Agreement (Transdel Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 8.5 of the Plan.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Bitcoin Shop Inc.), Nonqualified Stock Option Agreement (Bitcoin Shop Inc.), Nonqualified Stock Option Agreement (California Gold Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company Corporation at its principal officebusiness address attention of the Secretary. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash, by check, by shares of the full Common Stock of the Corporation, or, by a combination of these methods. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired Option divided by the Optionee;
(c) by delivering a properly executed notice Fair Market Value on the date of exercise of the Option Option. Payment may also be made, in the discretion of the Corporation, if in accordance with applicable law, by delivery (including delivery by facsimile transmission) to the Company and a broker, Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the broker promptly to shares and deliver the sale proceeds directly to the Company the amount necessary Corporation to pay for the exercise price or by any other means which the Compensation Committee of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise Board of Directors of the Option; or
(e) Corporation, in any combination of (a)its discretion, (b), (c) or (d) abovedetermines to be consistent with the Plan’s purpose and applicable law. In the event that payment is made in shares of the exercise price is paid, in whole or in part, with Common SharesStock, the portion per share value of the exercise price so paid Common Stock shall be equal to the Fair Market Value of the Common Shares surrendered such stock on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a The certificate or certificates representing for the Common Shares with respect shares as to which the Option is shall have been so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) exercised shall be registered in the name of the person or persons so exercising the Option Option, (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and the Optionee’s spouse, another person jointly, with the right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person after or persons other than the death or disability Optionee (as determined in accordance with Section 22(e)(3) of to the Code) of the Optioneeextent permitted under this Non-Qualified Stock Option Agreement), the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon At the time of the exercise of the Option the Corporation may require, as provided herein shall a condition of the exercise of such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be fully paid and non-assessable. Upon required to withhold to obtain a deduction for federal income tax purposes as a result of the exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if Option by the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Ufp Technologies Inc), Non Qualified Stock Option Agreement (Ufp Technologies Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at . The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
; [(b) through the delivery of shares of Common Shares previously Stock provided that if the shares so tendered were acquired by through exercise of an ISO or an NQSO, the Optionee;, on the date of exercise, shall have held such shares for such period of time as may be required, if applicable, to be considered “mature” shares for purposes of accounting treatment.]
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
; or] [(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), or (c) or (d) above. .] [In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares Stock surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common SharesStock. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability “Disability” (as determined defined in accordance with Section 22(e)(32(k) of the CodePlan) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Warp Technology Holdings Inc), Nonqualified Stock Option Agreement (Halo Technology Holdings, Inc.)
Method of Exercising Option. Subject The Optionee may exercise the Option in whole or in part (to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice to the Company at its principal officeCorporation in the form annexed hereto as Exhibit A, together with the tender of the full purchase price of the Shares covered by the Option. The form As soon as practicable after receipt by the Corporation of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment in full of the full exercise purchase price of such shares. Only full shares will be issued. The exercise price shall be paid to all the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so has been exercised. The Optionee shall obtain the rights of , a shareholder upon receipt of a certificate(s) certificate or certificates representing such Common Shares. Such certificate(s) Shares shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered issued in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered to the Optionee. All Shares shall be issued only upon receipt by the Corporation of the Optionee's representation that the Shares are purchased for investment and not with a view toward distribution thereof. The purchase price may be paid by (i) cash, (ii) certified or bank check payable to the order of the Corporation in the amount of the purchase price, (iii) if the Shares are then traded on a national securities exchange or on the Nasdaq Capital Market (or successor trading system), a cashless exercise procedure, consisting of authorization from the Optionee to the Corporation to retain from the total number of Shares as provided above to, or upon the written order of, the person exercising the Option. In the event to which the Option is exercised that number of Shares having a Fair Market Value on the date of the exercise equal to purchase price for the total number of Shares as to which the Option is exercised, (iv) if the Shares are then traded on a national securities exchange or on the Nasdaq Capital Market (or successor trading system), delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by any person after a creditworthy broker to deliver promptly to the death Company sufficient funds to pay the purchase price, or disability delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the purchase price; or (v) by check payable to the order of the Company for the par value of the Shares being purchased plus delivery of the Optionee’s three-year personal full recourse promissory note for the balance of the purchase price, with such note bearing interest payable not less than annually at the applicable federal rate, as determined defined in accordance with Section 22(e)(31274(d) of the Code; or (vi) any combination of the methods described in (i) through (v) above. In the case of (iii) above, Fair Market Value as of the date of exercise shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the OptioneeShares on the principal national securities exchange on which the Shares are traded, if the notice shall be accompanied by appropriate proof Shares are then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the right of such person to exercise Shares on the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then Nasdaq Capital Market (or thereafter due (whether Federal, State or localsuccessor trading system), and if the Optionee does Shares are not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Planthen traded on a national securities exchange.
Appears in 2 contracts
Samples: Stock Option Agreement (Artemis Therapeutics, Inc.), Stock Option Agreement (Artemis Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company Company, at its principal office, which is located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by in its equivalent: certified check, bank draft, or postal or express money order;
(b) through the delivery of In Common Shares Stock previously acquired by the Optionee, provided that if such shares of Common Stock were acquired through exercise of a stock option, such shares have been held by the Optionee for a period of more than six (6) months on the date of exercise;
(c) by By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;; or
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value fair market value (as defined in the Plan) of the Common Shares Stock surrendered in payment of such Option Price on the date of exerciseexercise of the Option. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax assessable by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Urban Outfitters Inc), Non Qualified Stock Option Agreement (Urban Outfitters Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. .
(b) The exercise price shall be paid to the Company
(i) in Common Shares newly acquired by the Optionee upon cashless exercise of the Option: or
(ii) at the sole option of the Optionee:
(a1) in cash, or by certified check, bank draft, or postal or express money order;
(b2) through the delivery of Common Shares previously acquired by the Optionee;; or
(c3) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e4) in any combination of (ai), (bii)(1), (cii)(2) or (dii)(3) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion Company shall issue to the Optionee such number of fully paid and non-assessable Common Shares as are computed using the following formula: X = Y(A-B)/A where: X = the number of Shares to be issued to the Optionee; Y = the number of Shares with respect to which the Option is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate exercise price so paid shall be equal to price); A = the Fair Market Value of one Share; and B = the Common Shares surrendered on the date of exerciseexercise price, in this case $0.022 per share. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such confirmation. Common Shares. Such certificate(s) Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Stock Option Agreement (Progressive Care Inc.), Stock Option Agreement (Progressive Care Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanEmployment Agreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s 's salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s 's rights with respect to satisfying withholding obligations under Section 10 of the PlanEmployment Agreement.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Roadships Holdings, Inc.), Incentive Stock Option Agreement (Roadships Holdings, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal officeexecutive offices, presently located at 6799 Great Oaks Road, Suite 000, Xxxxxxx, XX 00000-0000, Xxxx: Xxxxxxx Xxxxxxx. The form of such Xxch notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with of Common Stock in respect to of which it the Option is being exercised; , shall be signed by the person or persons so exercising the Option; Option and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Companyeither:
(a) be accompanied by payment in cash, or by certified check, bank draft, or postal or express money order;full of the Purchase Price for such shares of Common Stock; or
(b) through fix a date, not less than five (5) nor more than ten (10) business days from the delivery date such notice shall be delivered to the Company, for the payment in full of the Purchase Price for such shares of Common Shares previously acquired Stock. Payment of such Purchase Price shall be made in United States dollars by certified check or bank cashier's check payable to the order of the Company. Subject to such procedures and rules as may be adopted from time to time by the Optionee;
(c) by delivering a properly executed notice of exercise Option Plan Committee of the Option Board of Directors, the Optionee may also pay such Purchase Price by (i) tendering to the Company and a broker, shares of Common Stock with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the an aggregate Fair Market Value of (as defined in the Common Shares surrendered Plan) on the date of exercise. Upon receipt of notice of exercise and paymentequal to such Purchase Price, (ii) delivery to the Company shall of a copy of irrevocable instructions to a stockbroker to sell shares of Common Stock and to deliver a promptly to the Company an amount sufficient to pay such Purchase Price, or (iii) any combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate or certificates representing the for shares of Common Shares with respect Stock as to which the Option is shall have been so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) All shares of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are Stock purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Stock Option Agreement (Mueller Industries Inc), Stock Option Agreement (Mueller Industries Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Transdel Pharmaceuticals Inc), Incentive Stock Option Agreement (China Clean Energy Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company Company, at its principal office, which is located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by in its equivalent: certified check, bank draft, or postal or express money order;
(b) through the delivery of In Common Shares Stock previously acquired by the Optionee, provided that if such shares of Common Stock were acquired through exercise of an option, such shares have been held by the Optionee for a period of more than six (6) months on the date of exercise;
(c) by By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;; or
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value fair market value (as defined in the Plan) of the Common Shares Stock surrendered in payment of such Option Price on the date of exerciseexercise of the Option. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax assessable by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Urban Outfitters Inc), Non Qualified Stock Option Agreement (Urban Outfitters Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may shall be exercised by the delivery of written notice of exercise (the “Notice”) to the Company at (to the attention of the Equity Compensation Specialist) or its principal officeagent. The Notice shall be in written form of or such notice is attached hereto other form as the Company may prescribe and shall state the election to exercise the Option and Option, the number of whole shares with respect Shares as to which it the Option is being exercised; exercised and the manner of payment and shall be signed by the person or persons so exercising the Option; and . The notice shall be accompanied by payment of the in full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common for all Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered designated in the name of notice The Notice shall also be accompanied by such other information and documents as the person so exercising Company, in its discretion, may request. To the Option (or, if extent that the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optioneeafter Participant’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optioneedeath, the notice of exercise shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods:
(i) delivery of a certified or cashier’s check, or a wire transfer, payable to the Company or cash, in United States currency;
(ii) delivery of shares of Common Stock acquired by Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price. All Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions;
(iii) if permitted by the Company in its sole discretion, by executing a “cashless exercise” through the Company’s designated broker; or
(iv) delivery of an attestation from Participant that Participant owns a number of shares of Common Shares Stock acquired by Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price (the “Exercise Price Shares”). In such attestation, Participant shall represent and warrant that are purchased Participant is the owner of the Exercise Price Shares. In the event Participant exercises the Option in this manner, the number of shares of Common Stock issued to Participant upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise (A) the number of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit shares subject to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at Option exercise, withholding cash from Optionee’s salary or other compensation or such other means as less (B) the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 number of the PlanExercise Price Shares.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Fuller H B Co), Non Qualified Stock Option Agreement (Fuller H B Co)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at . The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
; [The Committee should select which, if any, of the following methods of payment, as set forth in brackets, will be permitted in addition to (a):] [(b) through the delivery of shares of Common Shares previously Stock provided that if the shares so tendered were acquired by through exercise of an ISO, the Optionee;, on the date of exercise, shall have held such shares for a period of not less than the holding period described in section 422(a)(1) of the Code; and further provided that if the shares so tendered were acquired through exercise of an NQSO, the Optionee, on the date of exercise, shall have held such shares for such period of time as may be required, if applicable, to be considered “mature” shares for purposes of accounting treatment.]
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
] [(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), or (c) or (d) above. .] [In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares Stock surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common SharesStock. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability “Disability” (as determined defined in accordance with Section 22(e)(32(k) of the CodePlan) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Warp Technology Holdings Inc), Incentive Stock Option Agreement (Halo Technology Holdings, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company —
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Transdel Pharmaceuticals Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Greenleaf Forest Products, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto as Exhibit A and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Pershing Gold Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto as Exhibit A and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federalfederal, State state or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Pershing Gold Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value $1.71 of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such confirmation. Common Shares. Such certificate(s) Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company --
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Customer Acquisition Network Holdings, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Imprimis Pharmaceuticals, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Planobligations.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 00 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Chief Executive Officer. The Such notice (a suggested form of such notice which is attached hereto and hereto) shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at the OptioneeFair Market Value of the Common Stock on the date of exercise;
(c) by having the Company withhold shares of Common Stock at the Fair Market Value on the date of exercise;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Exercise Fair Market Value of the Common Shares surrendered on the date of exerciseStock surrendered. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Echo Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value $0.20 of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation. representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s 's salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of .of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s 's salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s 's rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Blue Earth, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 000-000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Fitness Xpress Software Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 55 Hammerlund Way, Middletown Rhode Island 02842. The form of such notice is attached hereto nxxxxx xx xxxxxxxx xxxxxx and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. [THE COMMITTEE SHOULD SELECT WHICH OF THE FOLLOWING METHODS OF PAYMENT WILL BE PERMITTED:] The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Towerstream Corp)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at Bayside Technology Center, 00000 Xxxxxxx Xxxx., Xxxxxxx, Xxxxxxxxxx, 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. sf-2586899 Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (WaferGen Bio-Systems, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of the Plan and this Option Agreement and the PlanAgreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company at its principal office. The form of such notice is attached hereto and shall state stating the election to exercise the Option and the number of whole shares with the Option Shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . The Exercise Notice shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of for the Option to Shares in respect of which the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) aboveOption is being exercised. In the event the Option shall be exercised pursuant to Section (b) hereof by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise price the Option.
(b) The Option Price for the Option Shares shall be paid in one or more of the following forms: (i) Certified or bank cashier's check, personal check or the equivalent thereof payable to the order of the Company; or (ii) in Shares of Stock held by the Optionee (or any other person or persons exercising the Option); provided, however, that the Stock so surrendered is paidvalued at Fair Market Value; and, provided further, in the case an Option Price is paid by an Insider in whole or in part, with Common Sharespart by the delivery of shares of Stock, the portion of Stock acquired in the exercise price so paid of such Option shall not be equal to disposed of by the Fair Market Value of the Common Shares surrendered Insider for a six (6) month period commencing on the date on which the Insider last purchased Stock (including the Stock tendered in connection with such exercise) so long as and only to the extent such restriction is required under Section 16 of exercisethe 1934 Act and any rules or regulations promulgated thereunder. Upon receipt In addition, no such payment of notice the Option Price shall be made in full or in part with shares of Stock acquired by the Optionee through the prior exercise and payment, of an ISO where such shares shall not have been held by the Company shall deliver a Optionee within the requirements of Section 422(a)(1) of the Code.
(c) The certificate or certificates representing for the Common Option Shares with in respect to of which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been exercised shall be registered in the name of the person so or persons exercising the Option (Option, or, if the Option is exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the OptionExercise Notice, shall be registered in the name of the Optionee and the Optionee’s spouse, another person jointly, with right of survivorship), and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.the
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company Company, at its principal office, which is located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof; and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by in its equivalent: certified check, bank draft, or postal or express money order;
(b) through the delivery of In Common Shares Stock previously acquired by the Optionee, provided that if such shares of Common Stock were acquired through exercise of an option, such shares have been held by the Optionee for a period of more than six (6) months on the date of exercise;
(c) by By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;; or
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value fair market value (as defined in the Plan) of the Common Shares Stock surrendered in payment of such Option Price on the date of exerciseexercise of the Option. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax assessable by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Urban Outfitters Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. [The Committee should select which of the following methods of payment will be permitted:] The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (China Yongxin Pharmaceuticals Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal officeoffice by mail, email or fax. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares in book entry or via stock certificates with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full No fractional shares will shall be issued. Any fractional shares issuable upon the exercise of the Option shall be rounded down to the nearest whole share. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) [through the delivery of Common Shares previously acquired by the Optionee];
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s 's salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s 's rights with respect to satisfying withholding obligations under Section 10 13 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Viveve Medical, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company at its principal office, which is located at 100 Clearbrook Road, Third Floor, Elmsford, New York 10523; Attenxxxx: Xxxxxxxxx Xxxxxxxxx. The form Xxxx xxxxxx (x xxxxxxxxx xxxx of such notice which is attached hereto and attached) shall state the election to exercise the Option and the number of whole shares Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issuedShares. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by certified check, bank draft, or postal or express money orderin its equivalent;
(b) through the delivery of In Common Shares Stock previously acquired by the Optionee;Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or
(c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by delivering a properly executed the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;Awardee.
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exerciseexercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the Shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee Awardee and if the Optionee Awardee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee Awardee and the Optionee’s Awardee's spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeAwardee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax assessable by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value $1.74 of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such confirmation. Common Shares. Such certificate(s) Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion Company shall issue to the Optionee such number of fully paid and non-assessable Common Shares as are computed using the following formula: X = Y(A-B)/A where: X = the number of Shares to be issued to the Optionee; Y = the number of Shares with respect to which the Option is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate exercise price so paid shall be equal to price); A = the Fair Market Value of one Share; and B = the Common Shares surrendered on the date of exerciseexercise price, in this case $2.15 per share. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such confirmation. Common Shares. Such certificate(s) Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s 's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s 's salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s 's rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 00 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Chief Executive Officer. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at the OptioneeFair Market Value of the Common Stock on the date of exercise;
(c) in shares of Common Stock newly acquired by the Optionee upon the exercise of the Option;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered Stock delivered or withheld on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common SharesStock. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability “disability” (as determined in accordance with Section within the meaning of section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Echo Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 000-000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the OptioneeShares;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon the exercise of the Option; or
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) Shares to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Fitness Xpress Software Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercisedetermined in accordance with applicable law and practice. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Marathon Patent Group, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 00000 Xxx Xxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, check or postal or express money ordersuch other instrument as may be acceptable to the Committee;
(b) through the delivery of Common Shares previously acquired shares of Stock owned by the Optionee;
(c) by delivering Optionee having a properly executed notice of exercise of the Option Fair Market Value equal to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(dc) in Common Shares newly acquired the form of shares of Stock withheld by the Optionee upon Company from the shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option; or
(ed) in any combination of (a), (b), or (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares of Stock with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Sharesshares of Stock. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares of Stock that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Akeena Solar, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company Secretary of the Company, at its principal officethe Company's executive offices. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . Such notice shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Companyeither:
(a) be a notice in cashsubstantially the form attached hereto as Exhibit A (Subscription Form) or similar written notice setting forth the Employee's election to exercise the Option, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired accompanied by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paidPurchase Price, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, which event the Company shall deliver a certificate or certificates representing such Common Shares as soon as practicable after the notice shall be received; or
(b) fix a date (not less than five nor more than ten business days from the date such notice shall be received by the Company) for the payment of the full Purchase Price of such Common Shares at the Company's executive offices, against delivery of a certificate or certificates representing such Common Shares; or
(c) be a notice in substantially the form attached hereto as Exhibit B (Cashless Exercise Form) duly executed by the Employee (such exercise being referred to herein as a "Cashless Exercise") setting forth such Employee's election to receive the number of Common Shares specified in the Cashless Exercise Form. Such presentation and surrender shall be deemed a waiver of the Employee's obligation to pay all or any portion of the Purchase Price in cash. In the event of a Cashless Exercise, the Employee hereof shall exchange Employee's Option for that number of Common Shares determined by multiplying the number of Common Shares for which the Employee desires to exercise Employee's Option by a fraction, the numerator of which shall be the result (but not less than zero) obtained by subtracting the Purchase Price then in effect from the fair market value per share (the "Fair Market Value") of the Common Shares with respect of the Exercise Date, and the denominator of which shall be such Fair Market Value. For purposes of any computation under this Section 10(c), the Fair Market Value of Common Shares as of any date shall be deemed to be the Fair Market Value as of the day preceding the date of exercise of the Option on the principal national or regional securities exchange on which the Common Shares are admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the closing price as reported by the Nasdaq National or SmallCap Markets, or if not then listed on the Nasdaq National or SmallCap Markets, the average of the highest reported bid and lowest reported asked prices as reported by the National Association of Securities Dealers, Inc. Over-The-Counter Bulletin Board (the "OTC Bulletin Board"), or if not then publicly traded, the fair market value of the Common Shares as determined by the Board of Directors of the Company. Payment of such Purchase Price shall, in either case, be made by cash or a certified or bank check payable to the order of the Company. The certificate or certificates for the shares as to which the Option is shall have been so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee Employee and if the Optionee Employee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee Employee and the Optionee’s spouse, another person jointly, with right of survivorship), and ) had shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to paragraph 7 hereof, by any person after or persons other than the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeEmployee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plannonassessable.
Appears in 1 contract
Method of Exercising Option. (a) Subject to the terms and conditions of the Plan and this Option Agreement and the PlanAgreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company at its principal office. The form of such notice is attached hereto and shall state stating the election to exercise the Option and the number of whole shares with the Option Shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . The Exercise Notice shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of for the Option to Shares in respect of which the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) aboveOption is being exercised. In the event the exercise price is paid, in whole Option shall be exercised by any person or in part, with Common Sharespersons other than the Optionee, the portion Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of the exercise price so paid shall be made: (i) in cash or by certified check or by bank draft made payable to the Company; (ii) subject to any legal restrictions on the repurchase or redemption of shares of the Company's common stock by the Company, by the delivery of shares of the Company's common stock having a then "fair market value" equal to the Fair Market Value aggregate purchase price in respect of the Common Option Shares surrendered on then being purchased, which "fair market value" shall be determined in accordance with the date provisions of exercise. Upon receipt Article 7(a) of notice the Plan; or (iii) any combination of exercise and payment, the Company shall deliver a (i) or (ii) above.
(c) The certificate or certificates representing for the Common Option Shares with in respect to of which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been exercised shall be registered in the name of the person so or persons exercising the Option (Option, or, if the Option is exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the OptionExercise Notice, shall be registered either in the name of the Optionee and the Optionee’s spouse, his spouse jointly, with right of survivorship), or in the name of himself and/or his spouse as trustee(s) of a trust for the benefit of himself and/or his spouse, and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event All of the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon the exercise of the Option as provided herein shall shall, when issued, be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plannonassessable.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Wanderlust Interactive Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Planconsistent with applicable law.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Drone Aviation Holding Corp.)
Method of Exercising Option. (i) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice delivered to the Company or its designated representative in the manner and at its principal officethe address for notices set forth in Section 13 hereof. The form of such Such notice shall state that the Option is attached hereto being exercised thereby and shall state the election to exercise the Option and specify the number of whole shares with respect to Shares for which it the Option is being exercised; . The notice shall be signed by the person or persons so exercising the Option; Option and shall be accompanied by payment in full of the full Exercise Price for such Shares being acquired upon the exercise price of the Option. Payment of such shares. Only full shares will Exercise Price may be issued. The exercise price shall be paid to made by one of the Companyfollowing methods:
(a) in cash, cash (in the form of a certified or by certified check, bank draft, check or postal or express money ordersuch other instrument as the Committee may accept);
(b) through the delivery in other shares of Common Shares previously acquired by Stock owned on the Optionee;
(c) by delivering a properly executed notice date of exercise of the Option by the Employee as will have a Fair Market Value equal to the Company and a broker, with irrevocable instructions to Exercise Price of the broker promptly to deliver to the Company the amount necessary to pay Shares being acquired upon the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(ec) in any combination of (a), ) and (b), (c) or above;
(d) above. In by delivery of a properly executed exercise notice together with such other documentation as the event the Committee and a qualified broker, if applicable, shall require to effect an exercise price is paid, in whole or in part, with Common Shares, the portion of the Option, and delivery to the Company of the proceeds required to pay the Exercise Price; or
(e) by requesting that the Company withhold such number of Shares then issuable upon exercise price so paid shall be of the Option as will have a Fair Market Value equal to the Fair Market Value Exercise Price of the Shares being acquired upon the exercise of the Option. If the tender of shares of Common Shares surrendered on Stock as payment of the date Exercise Price would result in the issuance of exercise. Upon receipt fractional shares of notice of exercise and paymentCommon Stock, the Company shall deliver a certificate instead return the balance in cash or certificates representing by check to the Common Shares with respect to which the Option is so exercisedEmployee. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event If the Option is exercised by any person after or persons other than the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeEmployee, the notice described in this Section 5(i) shall be accompanied by appropriate proof (as determined by the Committee) of the right of such person or persons to exercise the Option under the terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved.
(ii) The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200).
(iii) The Employee shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Common Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.
(iv) The Employee agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Option, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Upon Withholding obligations may be settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option, Optionee . The obligations of the Company under this Agreement and the Plan shall be responsible for all employment and income taxes then conditional on such payment or thereafter due (whether Federal, State or local)arrangements, and if the Optionee does not remit Company, its Subsidiaries and Affiliates shall, to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in , have the preceding sentence shall impair or limit right to deduct any such taxes from any payment otherwise due to the Company’s rights with respect to satisfying withholding obligations under Section 10 of the PlanEmployee.
Appears in 1 contract
Samples: Non Qualified Stock Option Award Agreement (Real Industry, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Imprimis Pharmaceuticals, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value $5.35 of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates book entry confirmation representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such confirmation. Common Shares. Such certificate(s) Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 10 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Chief Executive Officer. The Such notice (a suggested form of such notice which is attached hereto and hereto) shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Optionee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company —
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at the Optioneeclosing sale price of the Common Stock on the date of exercise (“Exercise Fair Market Value”);
(c) by having the Company withhold shares of Common Stock at the Exercise Fair Market Value on the date of exercise;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Exercise Fair Market Value of the Common Shares surrendered on the date of exerciseStock surrendered. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Echo Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company -
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; orOption (which shall constitute a disqualifying disposition with respect to this ISO);
1 For initial grants, this date will be August __, 2010. For Subsequent grants, this date may not exceed August __, 2017.
(e) in any combination of (a), (b), (c) ), or (d) above. [In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. .] Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Customer Acquisition Network Holdings, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Option Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Option Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Option Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Option Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the CommitteeBoard of Directors, Common Option Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Option Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee Board of Directors considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations consistent with applicable law. 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 Section 10 of this Stock Option at the Plantime.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Drone Aviation Holding Corp.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. [The Committee should select which of the following methods of payment will be permitted:] The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the OptionOption (which shall constitute a disqualifying disposition with respect to this ISO); or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Geeks on Call Holdings, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice delivered to the Company or its designated representative in the manner and at its principal officethe address for notices set forth in Section 13 hereof. The form of such Such notice shall state that the Option is attached hereto being exercised thereby and shall state the election to exercise the Option and specify the number of whole shares with respect to Shares for which it the Option is being exercised; . The notice shall be signed by the person or persons so exercising the Option; Option and shall be accompanied by payment in full of the full Exercise Price for such Shares being acquired upon the exercise price of the Option. Payment of such shares. Only full shares will Exercise Price may be issued. The exercise price shall be paid to made by one of the Companyfollowing methods:
(ai) in cash, cash (in the form of a certified or by certified check, bank draft, check or postal or express money ordersuch other instrument as the Administrator may accept);
(bii) through the delivery in other shares of Common Shares previously acquired by Stock owned on the Optionee;
(c) by delivering a properly executed notice date of exercise of the Option by the Employee as will have a Fair Market Value equal to the Company and a broker, with irrevocable instructions to Exercise Price of the broker promptly to deliver to the Company the amount necessary to pay Shares being acquired upon the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(eiii) in any combination of (a), ) and (b)) above;
(iv) by delivery of a properly executed exercise notice together with such other documentation as the Administrator and a qualified broker, if applicable, shall require to effect an exercise of the Option, and delivery to the Company of the proceeds required to pay the Exercise Price; or
(cv) by requesting that the Company withhold such number of Shares then issuable upon exercise of the Option as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option. The payment of the Exercise Price pursuant to Section 5(i)(d) or (de) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the above may cause a portion of the exercise price so paid shall Option to be equal to treated as a Non-Qualified Stock Option. If the Fair Market Value tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and paymentStock, the Company shall deliver a certificate instead return the balance in cash or certificates representing by check to the Common Shares with respect to which the Option is so exercisedEmployee. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event If the Option is exercised by any person after or persons other than the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeEmployee, the notice described in this Section 5(i) shall be accompanied by appropriate proof (as determined by the Administrator) of the right of such person or persons to exercise the Option under the terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved.
(b) The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200).
(c) The Employee shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Common Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.
(d) The Employee agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Option, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Upon Withholding obligations may be settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option, Optionee . The obligations of the Company under this Agreement and the Plan shall be responsible for all employment and income taxes then conditional on such payment or thereafter due (whether Federal, State or local)arrangements, and if the Optionee does not remit Company, its Parent, Subsidiaries and Affiliates shall, to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in , have the preceding sentence shall impair or limit right to deduct any such taxes from any payment otherwise due to the Company’s rights with respect to satisfying withholding obligations under Section 10 of the PlanEmployee.
Appears in 1 contract
Samples: Incentive Stock Option Award Agreement (KeyStone Solutions, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company Company, at its principal office, which is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. The form of such Such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by in its equivalent: certified check, bank draft, or postal or express money order;
(b) through the delivery of In Common Shares Stock previously acquired by the Optionee;
(c) by By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;; or
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value fair market value (as defined in the Plan) of the Common Shares Stock surrendered in payment of such Option Price on the date of exerciseexercise of the Option. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessablenon assessable by the Company. Upon exercise of the Option, The Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit pay to the Company sufficient cash (or, with the consent amount of any Excess realized by the Optionee upon sale of the Committee, Common Shares) to satisfy all applicable withholding requirements, Stock issued upon exercise of this Option within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing rate of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan10% per annum until paid.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Urban Outfitters Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 00 Xxx. Xxxxx Xxxxxx, XXX 0000, Xxxxxx Xxxx 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or. Under this method, the Optionee may provide payment by having the Company withhold that number of shares associated with this exercise with a fair value equal to the required payment. (For example, an exercise of 1,000 options with an exercise price of $2.00 would require a payment of $2,000. If the Company’s stock price is $4.00 at this time, then $2,000 / $4.00 = 500 which is the number of shares that will be withheld by the Company to provide payment for the exercise. This results in the net issuance of 1,000 - 500 = 500 shares of common stock);
(e) in any combination of (a), (b), (c) ), or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder stockholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Red Cat Holdings, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of the Plan and this Option Agreement and the PlanAgreement, the Option may be exercised by written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company at its principal office. The form of such notice is attached hereto and shall state stating the election to exercise the Option and the number of whole shares with the Option Shares in respect to of which it is being exercised; , and shall be signed by the person or persons so exercising the Option; and . The Exercise Notice shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired by the Optionee;
(c) by delivering a properly executed notice of exercise of for the Option to Shares in respect of which the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) aboveOption is being exercised. In the event the exercise price is paid, in whole Option shall be exercised by any person or in part, with Common Sharespersons other than the Optionee, the portion Exercise Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of the exercise price so paid shall be made: (i) in cash or by certified check or by bank draft made payable to the Company; (ii) subject to any legal restrictions on the repurchase or redemption of shares of the Company's common stock by the Company, by the delivery of shares of the Company's common stock having a then "fair market value" equal to the Fair Market Value aggregate purchase price in respect of the Common Option Shares surrendered on then being purchased, which "fair market value" shall be determined in accordance with the date provisions of exercise. Upon receipt Article 7(a) of notice the Plan; or (iii) any combination of exercise and payment, the Company shall deliver a (i) or (ii) above.
(c) The certificate or certificates representing for the Common Option Shares with in respect to of which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been exercised shall be registered in the name of the person so or persons exercising the Option (Option, or, if the Option is exercised by the Optionee and if the Optionee shall so requests request in the notice exercising the OptionExercise Notice, shall be registered either in the name of the Optionee and the Optionee’s spouse, his spouse jointly, with right of survivorship), or in the name of himself and/or his spouse as trustee(s) of a trust for the benefit of himself and/or his spouse, and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Wanderlust Interactive Inc)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by upon written notice to the Company at its principal office, which is located at 100 Clearbrook Road, Third Floor, Elmsford, New York 10523. The form of such notice is attached hereto and shall state the Such noticx (x xxxxxxxxx xxxx xx xxxxx xx xxxxxxxx) xxxxx xxxxx xxx election to exercise the Option and the number of whole shares Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full exercise price Option Price of such shares. Only full shares will be issuedShares. The exercise price Option Price shall be paid to the Company:
(a) in In cash, or by certified check, bank draft, or postal or express money orderin its equivalent;
(b) through the delivery of In Company Common Shares Stock previously acquired by the Optionee;Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or
(c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by delivering a properly executed the Company with respect to such Acashless@ option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;Awardee.
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in In any combination of (a), (b), ) and (c) or (d) above. In the event the exercise price such Option Price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price Option Price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exerciseexercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice of exercise and payment, the Company Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee certificate or certificates for the Shares as to which the Option shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option is shall be exercised by the Optionee Awardee and if the Optionee Awardee shall so requests request in the notice exercising the Option, shall be registered in the name of the Optionee Awardee and the Optionee’s Awardee's spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, to or upon the written order of, of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the legal disability or death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeAwardee, the such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax assessable by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 8 Penn Center, 0000 XXX Xxxx., Xxxxx 000, Xxxxxxxxxxxx, XX 00000, Attn: Chief Executive Officer. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at the OptioneeFair Market Value of the Common Stock on the date of exercise;
(c) in shares of Common Stock newly acquired by the Optionee upon the exercise of the Option;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered Stock delivered or withheld on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common SharesStock. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability “disability” (as determined in accordance with Section within the meaning of section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common Shares shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Echo Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 10 Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Chief Executive Officer. The Such notice (a suggested form of such notice which is attached hereto and hereto) shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Optionee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Shares previously acquired by Stock which shall be valued at the Optioneeclosing sale price of the Common Stock on the date of exercise (“Exercise Fair Market Value”);
(c) by having the Company withhold shares of Common Stock at the Exercise Fair Market Value on the date of exercise;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with shares of Common SharesStock, the portion of the exercise price so paid shall be equal to the Exercise Fair Market Value of the Common Shares surrendered on the date of exerciseStock surrendered. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), ) and shall be delivered as provided above to, or upon the written order of, the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Common Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Echo Therapeutics, Inc.)
Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option The Options may be exercised by the Grantee, or by the Grantee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Exhibit A) signed by the Grantee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company at its principal officeas specified in this Agreement to the attention of the Chief Financial Officer or such other officer as the Company may designate. The form of Any such notice is attached hereto and shall state the election to exercise the Option and (a) specify the number of whole shares with respect of common stock which the Grantee or the Grantee's administrators, executors or personal representatives, as the case may be, then elects to which it is being exercised; shall purchase hereunder, (b) contain such information as may be signed reasonably required by the person or persons so exercising the Option; Company pursuant to this Agreement, and shall (c) be accompanied by (i) a certified or cashier’s check payable to the Company in payment of the full exercise price total Exercise Price applicable to such shares as provided herein, (ii) shares of such shares. Only full shares will be issued. The exercise price shall be paid to the Company:
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of Common Shares previously acquired common stock owned by the Optionee;
(c) Grantee and duly endorsed or accompanied by delivering stock transfer powers having a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;
(d) in Common Shares newly acquired by the Optionee upon exercise of the Option; or
(e) in any combination of (a), (b), (c) or (d) above. In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be fair market value equal to the Fair Market Value total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier’s check accompanied by the number of shares of common stock where fair market value when added to the amount of the Common Shares surrendered on check equal the date of exercisetotal Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice of exercise and accompanying payment, and subject to the terms hereof, the Company shall deliver a certificate agrees to issue to the Grantee or the Grantee's administrators, executors or personal representatives, as the case may be, stock certificates representing for the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights number of a shareholder upon receipt of a certificate(s) representing shares specified in such Common Shares. Such certificate(s) shall be notice registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the OptionOptions. In the event that the Option is exercised Company agrees to allow the exercise of the Options by any person after or persons other than the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the OptioneeGrantee, the such notice shall be accompanied by appropriate proof acceptable to the Company of the right of such person or persons to exercise the Option. All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Committee, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Committee considers appropriate to the fullest extent permitted by applicable law. Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the PlanOptions.
Appears in 1 contract
Samples: Stock Award Agreement (First National Bancshares Inc /Sc/)