Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, the number of Shares as to which the Option is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the exercise price for all Shares designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after the Participant’s death, the Notice 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.
Appears in 6 contracts
Samples: Non Qualified Stock Option Agreement (Fuller H B Co), Non Qualified Stock Option Agreement (Fuller H B Co), Non Qualified Stock Option Agreement (Fuller H B Co)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the you may exercise your Option shall be exercised by following the procedures established by the Company from time to time. In addition, which you may require the delivery of a exercise your Option by written or electronic notice of exercise (the “Notice”) to the Company as provided in Section 10 of this Agreement that states (to the attention of the Equity Compensation Specialisti) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the your election to exercise the Option, (ii) the Grant Date of the Option, (iii) the Option Price of the shares of Stock subject to the Option, (iv) the number of Shares shares of Stock as to which the Option is being exercised and exercised, (v) the manner of payment and (vi) the manner of payment for any income tax withholding amount. The notice shall be signed by you or the person Person or persons so Persons exercising the Option. The Notice notice shall be accompanied by payment in full of the exercise price Option Price for all Shares shares of Stock designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after your death or the Participant’s deathDisability Date, the Notice notice of exercise shall also be accompanied by appropriate proof of the right of such person Person or persons Persons to exercise the Option.
(b) Payment of the exercise price Option 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 currencycurrency (including check, draft, money order or wire transfer made payable to the Company);
(ii) delivery (either actual delivery or by attestation) of shares of Common Stock acquired by the Participant more than six months prior to the date of exercise you having a Fair Market Value on the date of exercise equal to the Option exercise pricePrice. The Participant shall duly endorse all certificates delivered to the Company in blank and You shall represent and warrant in writing that the Participant is you are the owner of the shares of Stock so delivered, free and clear of all liens, encumbrances, security interests and restrictions, and you shall duly endorse in blank all certificates delivered to the Company;
(iii) if to the extent permitted by Applicable Laws and the Company, delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in its sole discretion, by executing a “cashless exercise” through payment of the Company’s designated brokerOption Price; or
(iv) delivery of an attestation from with the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner consent of the Exercise Price Shares. In Company, by having the event the Participant exercises the Option in this manner, Company withhold the number of shares of Common Stock issued to the Participant upon exercise of the Option shall that would otherwise be (A) the number of shares subject issuable in an amount equal in value to the Option exercise, less (B) the number of Exercise Price SharesPrice.
Appears in 5 contracts
Samples: Nonqualified Stock Option Award Agreement (Darden Restaurants Inc), Nonqualified Stock Option Award Agreement (Darden Restaurants Inc), Nonqualified Stock Option Award Agreement (Darden Restaurants Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, the number of Shares as to which the Option is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the exercise price for all Shares designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after the Participant’s death, the Notice 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.
Appears in 4 contracts
Samples: Non Qualified Stock Option Agreement (Fuller H B Co), Non Qualified Stock Option Agreement (Fuller H B Co), Non Qualified Stock Option Agreement (Fuller H B Co)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option shall may be exercised by following written notice to the procedures established by Chief Financial Officer of the Company from time to time, which may require at the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention principal office of the Equity Compensation Specialist) or its agentCompany. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, Option and the number of Shares as to shares in respect of which the Option it is being exercised and the manner of payment exercised, and shall be signed by the person or persons so exercising the Option. The Notice Such notice shall be accompanied by payment in full of the exercise full purchase price for all Shares designated of such shares which payment shall be made (i) in the notice. The Notice shall also be accompanied cash or by such other information and documents as certified check or bank draft payable to the Company, (ii) by any other form of legal consideration deemed sufficient by the Company and consistent with the purpose of the 2013 Stock Plan and applicable law, (iii) in its discretionthe sole discretion of the Company, may requestby delivery of shares of Common Stock of the Company having a Fair Market Value equal to the purchase price, or (iv) by a combination of cash and shares of Common Stock, whose Fair Market Value shall equal the purchase price. To For purposes of this paragraph, the extent that “Fair Market Value” of the Common Stock of the Company shall be established in the manner set forth in Section 2(p) of the 2013 Stock Plan. The certificate or certificates for the shares as to which the Option is shall have been so exercised shall be registered in the name of the person so exercising the Option, or if the Optionee so elects, in the name of the Optionee or one other person as joint tenants, and shall be delivered as soon as practicable after the Participant’s deathnotice shall have been received. In the event the Option shall be exercised by any person other than the Optionee, the Notice such notice 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 . All shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and nonassessable.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (Arctic Cat Inc), Non Qualified Stock Option Agreement (Arctic Cat Inc), Non Qualified Stock Option Agreement (Arctic Cat Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the this Option shall may be exercised by following written notice to the procedures established by Company, at its principal office in the Company from time to timeState of California, which may require the delivery of a written or electronic presently is located at 195 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 Xxxn: Stock Plan Administrator. Such notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, Option and the number of Shares as to shares in respect of which the Option it is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice Such notice shall be accompanied by payment in full (i) cash, certified check, bank draft; (ii) (subject to the limitations and with the terms and provisions specified under Paragraph 3 above) certificates for shares of the Common Stock of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price for all price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares designated acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors may specify, equal to at the time of exercise, in the notice. The Notice shall also be accompanied aggregate, the full purchase price of such shares, (iv) by such other information and documents as cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, or (vi) provided that a public market for the Company's stock exists, through consideration received by the Company under a cashless exercise program implemented by the Company, in its discretionor (vii) any combination of (i), may request(ii), (iii), (iv), (v), or (vi) above, and the Company shall deliver a certificate or certificates representing the Shares subject to such exercise as soon as practicable after the notice shall be received. To The certificate or certificates for the extent that shares as to which the Option is shall have been so exercised after shall be registered in the Participant’s deathname of the person or persons so exercising the Option 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 shall be exercised by any person or persons other than the Optionee in accordance with the terms hereof, the Notice such notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment . All shares that shall be purchased upon the exercise of the exercise price Option as provided herein shall be made fully paid and nonassessable. The holder of this Option shall not be entitled to the Company through one or a combination privileges of the following methods:
(i) delivery of a certified or cashier’s check, or a wire transfer, payable share ownership as to the Company or cash, in United States currency;
(ii) delivery of any shares of Common Stock acquired by the 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 Participant shall duly endorse all certificates not actually issued and delivered to Optionee. Until and unless this Option and the Company in blank and issuance of securities hereunder shall represent and warrant in writing have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby certifies that the 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 the Participant that the Participant owns a number of shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by the Participant more than six months prior Optionee for investment and not with a view 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesdistribution thereof.
Appears in 2 contracts
Samples: Nonqualified Option Agreement (Epicor Software Corp), Nonqualified Option Agreement (Epicor Software Corp)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or at its agentprincipal executive offices, presently located at 6799 Great Oaks Road, Suite 000, Xxxxxxx, XX 00000-0000, Xxxx: Xxxxxxx Xxxxxxx. The Notice shall be in such form as the Company may prescribe and Xuch notice shall state the election to exercise the Option, Option and the number of Shares as to shares of Common Stock in respect of which the Option is being exercised and the manner of payment and exercised, shall be signed by the person or persons so exercising the Option. The Notice Option and shall either:
(a) be accompanied by payment in full of the exercise price Purchase Price for all Shares designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after the Participant’s death, the Notice shall also be accompanied by appropriate proof shares of the right of such person or persons to exercise the Option.Common Stock; or
(b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be delivered to the Company, for the payment in full of the Purchase Price for such shares of Common Stock. Payment of the exercise price 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 Option Plan Committee of the Board of Directors, the Optionee may also pay such Purchase Price by (i) tendering 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 the Participant more than six months prior to the date of exercise having a with an aggregate Fair Market Value (as defined in the Plan) on the date of exercise equal to the Option exercise price. The Participant shall duly endorse all certificates delivered such Purchase Price, (ii) delivery to the Company in blank and shall represent and warrant in writing that the Participant is the owner of the shares so delivered, free and clear a copy of all liens, encumbrances, security interests and restrictions;
(iii) if permitted by the Company in its sole discretion, by executing irrevocable instructions to a “cashless exercise” through the Company’s designated broker; or
(iv) delivery of an attestation from the Participant that the Participant owns a number of stockbroker to sell shares of Common Stock acquired by the Participant more than six months prior and to deliver promptly to the date of exercise having a Fair Market Value on the date of exercise equal Company an amount sufficient to the Option exercise price pay such Purchase Price, or (the “Exercise Price Shares”). In such attestation, the Participant shall represent and warrant that the Participant is the owner iii) any combination of the Exercise Price Sharesmethods of payment described in clauses (i) and (ii) and in the preceding sentence. In the event the Participant exercises the Option in this manner, the number of The certificate for shares of Common Stock issued as to which the Participant Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option. All shares of Common Stock purchased upon the exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and non-assessable.
Appears in 2 contracts
Samples: Stock Option Agreement (Mueller Industries Inc), Stock Option Agreement (Mueller Industries Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall this option may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (at its principal executive office, or to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form transfer agent as the Company may prescribe and shall designate. Such notice shall state the election to exercise the Option, this option and the number of Option Shares as to for which the Option it is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Optionthis option. The Notice Such notice shall be accompanied by payment of the full purchase price of such shares, either (a) in full United States dollars in cash or by check, (b) through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price for all Shares designated of this option, (c) consistent with applicable law, by delivery of the Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the notice. The Notice shall also be accompanied by such other information code, (d) consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of this option and documents as an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise, or (e) by any combination of (a), (b), (c) and (d) above. The Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be registered in its discretionthe name of the person or persons so exercising this option (or, may request. To the extent that the Option if this option is exercised after by the Participant’s deathOptionee and if the Optionee requests in the notice exercising this option, shall be registered in the Notice name of the Optionee and another person jointly, with right of survivorship). In the event this option is exercised, pursuant to Section 5 hereof, by any person or persons other than the Optionee, such notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Breakaway Solutions Inc), Non Qualified Stock Option Agreement (Breakaway Solutions Inc)
Method of Exercising Option. The Option (aor any part or installment) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (at its principal executive office, in substantially the form of Exhibit A attached to the attention this Agreement. The notice must include provision for payment of the Equity Compensation Specialistfull purchase price for the Shares as to which the Option is being exercised, and the exercise must comply with any other condition(s) or its agentset forth in this Agreement. The Notice shall notice must be in such form as signed by the Company may prescribe and Participant, shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or this Agreement. Payment of the purchase price for the Shares as to which the Option is being exercised and the manner of payment and shall be signed made (a) in United States dollars in cash or by check, or (b) at the discretion of the Company, through delivery of shares of Shares having a fair market value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Company, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a fair market value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Company, by delivery of the Participant’s personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, or (e) at the discretion of the Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, or (f) at the discretion of the Company, by any combination of (a), (b), (c), (d) and (e) above. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the name of the Participant and another person 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. The Notice In the event the Option shall be accompanied exercised, pursuant to Section 4 hereof, by payment in full of the exercise price for all Shares designated in the notice. The Notice shall also be accompanied by such any person or persons other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after than the Participant’s death, the Notice such notice 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 . All Shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and nonassessable.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Panera Bread Co), Non Qualified Stock Option Agreement (Panera Bread Co)
Method of Exercising Option. (a) Subject to Grantee may exercise the Option in accordance with the terms and conditions of this Agreement, the Option shall be exercised hereof by following the procedures established by the providing to Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Exercise Notice”) to in the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form attached hereto as the Company may prescribe and shall state the election to exercise the OptionExhibit A, specifying the number of Shares as vested Units to which the Option is being exercised be purchased and the manner of payment and purchase date, which shall be signed not less than five (5) nor more than ten (10) days after giving the Exercise Notice unless otherwise agreed to by the person or persons so exercising Company. On the Option. The Notice purchase date, Grantee shall be accompanied by provide to the Company: (i) payment in full of the exercise price Exercise Price Per Unit for all Shares designated the Units being acquired through the methods permitted by the Plan (except in the noticeevent of a Net Exercise); (ii) execution of a joinder to the Company’s LLC Agreement in the form specified therein; and (iii) any other matters (including income tax withholding arrangements) required in accordance with this Option Agreement and the Plan. This Option will be considered exercised with respect to the number of Units Grantee desires to purchase on the date that Company receives all of the foregoing. Grantee shall not acquire any rights or privileges as a Unit holder or Member of the Company for any Units issuable upon the exercise of this Option until such Units have been duly issued by the Company. The Notice Company shall also have the right to delay the issue or delivery of any Units to be accompanied by delivered hereunder until (i) the completion of such other information and documents registration or qualification of such Units under federal or state law, ruling or regulation as Company deems to be necessary or advisable; (ii) completion of tax withholding or payment arrangements satisfactory to the Company, in its discretion, may requestaccordance with Section 9 below; (iii) receipt from Grantee of such documents and information as Company deems necessary or appropriate in connection with such registration or qualification or the issuance of Units hereunder; and (iv) execution and delivery by Grantee of a written joinder to the Company’s LLC Agreement. To In the extent that the Option is exercised after the Participantevent of Grantee’s death, the Notice shall also Option may be accompanied exercised by appropriate proof the representative, administrator or other representative 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 cashierGrantee’s checkestate, or a wire transferthe person to whom this Option shall pass by will or beneficiary designation. Any certificate or other evidence of Unit ownership following exercise of this Option may be marked with an appropriate legend giving notice of any transferability, payable to the Company or cashrepurchase rights, in United States currency;
(ii) delivery of shares of Common Stock acquired restrictions and conditions imposed by the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 discretionlaw, by executing a “cashless exercise” through the Company’s designated broker; or
(iv) delivery of an attestation from LLC Agreement or by any other agreement among the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner members of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price SharesCompany.
Appears in 2 contracts
Samples: Option Agreement (Funko, Inc.), Option Agreement (Funko, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or Corporation at its agentoffices located at 1415 First RepublicBank Tower, 801 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000. The Notice shall be in such form as the Company may prescribe and Xxch notice shall state the election to exercise the Option, Option and the number of Shares as to in respect of which the Option it is being exercised and the manner of payment exercised, and shall be signed by the person or persons so exercising the Option. The Notice Such notice shall either:
(a) be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received; or
(b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Corporation, for the payment of the full purchase price of such Shares against delivery of a certificate or certificates representing such Shares. Payment of such purchase price shall, in either case, be made in cash or cashier's check payable to the order of the Corporation. The Corporation hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the exercise price loan or other collateral acceptable to the Corporation. The certificate or certificates for all the Shares designated as to which the Option shall have been so exercised shall be registered in the noticename of the person or persons so exercising the Option; or if the option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Employee and another person, as joint tenants 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. The Notice shall also be accompanied by such other information and documents as In the Company, in its discretion, may request. To the extent that event the Option is exercised after shall be exercised, pursuant to Paragraph 5 hereof, by any person or persons other than the Participant’s deathEmployee, the Notice such notice shall also be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option.
(b) Payment of the exercise price . All Shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and non-assessable.
Appears in 2 contracts
Samples: Employee Incentive Stock Option Agreement (McLean Robert H), Employee Incentive Stock Option Agreement (McLean Robert H)
Method of Exercising Option. (a) Subject to the terms and conditions of --------------------------- this Option Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the Corporation at its principal business address attention of the Equity Compensation Specialist) or its agentClerk. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, Option and the number of Shares as to shares in respect of which the Option it is being exercised and the manner of payment exercised, and shall be signed by the person or persons so exercising the Option. The Notice 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 full cash or by check, or if approved by the Corporation, by shares of Common Stock of the Corporation already owned by the Optionee valued at their fair market value, or by a combination of the foregoing. The fair market value of the Corporation's shares for this purpose shall be determined by the Board of Directors of the Corporation, and any such determination shall be binding on all parties. If, however, the Common Stock of the Corporation is then actively traded on an established over-the-counter market, the price shall be the average mean between the bid and asked prices quoted in such market on the trading day next preceding the exercise of the Option; and if such stock is listed on any national exchange, the price shall be the average mean between the high and low sales prices quoted on such exchange during such preceding trading day. The certificate or certificates for all Shares designated the shares as to which the Option shall have been so exercised shall be registered in the noticename of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. The Notice In the event the Option shall also be accompanied exercised by such any person or persons other information and documents as than the Company, in its discretion, may request. To Optionee (to the extent that the permitted under this Incentive Stock Option is exercised after the Participant’s deathAgreement), the Notice such notice 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Storage Computer Corp), Non Qualified Stock Option Agreement (Storage Computer Corp)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following written notice to the Company, at the principal executive office of the Company, or in accordance with procedures established by the Company from time to time, which may require the delivery of a written or for electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agentOption. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, Option and the number of Shares as to in respect of which the Option it is being exercised and the manner of payment and exercised, shall be signed or otherwise authorized by the person or persons so exercising the OptionOption in substantially the form prescribed by the Company. The Notice Such notice shall be accompanied by provision for payment of the full purchase price for such Shares. Payment of the purchase price for such Shares shall be made (a) in full United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price for all of the Option, determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal recourse note, bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The Company shall deliver such Shares designated as soon as practicable after the notice shall be received, provided; however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the notice. The Notice shall also be accompanied by such other information and documents as Company’s share register in the Company, in its discretion, may request. To name of the extent that person or persons so exercising the Option is (or, if the Option shall be exercised after by Participant and if Participant shall so request in the notice exercising the Option, shall be registered in the name of the Participant and another person 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 shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant’s death, the Notice such notice 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 . All Shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and non-assessable.
Appears in 1 contract
Samples: Non Qualified Option Agreement (Myriad Pharmaceuticals, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following in accordance with the procedures established by the Company from time to time, which may require for electronic exercise of the delivery of a Option or by written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agentdesignee, in substantially the form prescribed by the Company. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, the number of Shares as with respect to which the Option is being exercised and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice Payment of the purchase price for such Shares shall be accompanied made (a) in United States dollars in cash or by payment in full check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, determined in good faith by the Administrator and held for all at least six months, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares designated as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the notice. The Notice shall also be accompanied by such other information and documents as Company’s share register in the Company, in its discretion, may request. To name of the extent that person so exercising the Option is (or, if the Option shall be exercised after by the Participant’s deathEmployee and if the Employee shall so request in the notice exercising the Option, shall be registered in the Notice name of the Employee and another person jointly, with right of survivorship) and shall also be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Employee, such 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 . All Shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and nonassessable.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Myriad Pharmaceuticals, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the you may exercise your Option shall be exercised by following the procedures established by the Company from time to time. In addition, which you may require the delivery of a exercise your Option by written or electronic notice of exercise (the “Notice”) to the Company as provided in Section 10 of this Agreement that states (to the attention of the Equity Compensation Specialisti) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the your election to exercise the Option, (ii) the Grant Date of the Option, (iii) the Option Price of the shares of Stock subject to the Option, (iv) the number of Shares shares of Stock as to which the Option is being exercised and exercised, (v) the manner of payment and (vi) the manner of payment for any income tax withholding amount. The notice shall be signed by you or the person Person or persons so Persons exercising the Option. The Notice notice shall be accompanied by payment in full of the exercise price Option Price for all Shares shares of Stock designated in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after your death or the Participant’s deathDisability Date, the Notice notice of exercise shall also be accompanied by appropriate proof of the right of such person Person or persons Persons to exercise the Option.
(b) Payment of the exercise price Option 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 currencycurrency (including check, draft, money order or wire transfer made payable to the Company);
(ii) delivery (either actual delivery or by attestation) of shares of Common Stock acquired by the Participant you 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 pricePrice. The Participant shall duly endorse all certificates delivered to the Company in blank and You shall represent and warrant in writing that the Participant is you are the owner of the shares of Stock so delivered, free and clear of all liens, encumbrances, security interests and restrictions, and you shall duly endorse in blank all certificates delivered to the Company;
(iii) if to the extent permitted by Applicable Laws and the Company, delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in its sole discretion, by executing a “cashless exercise” through payment of the Company’s designated brokerOption Price; or
(iv) delivery of an attestation from with the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner consent of the Exercise Price Shares. In Company, by having the event the Participant exercises the Option in this manner, Company withhold the number of shares of Common Stock issued to the Participant upon exercise of the Option shall that would otherwise be (A) the number of shares subject issuable in an amount equal in value to the Option exercise, less (B) the number of Exercise Price SharesPrice.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Darden Restaurants Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following the procedures established by the Company at any time and from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) time prior to the Company (expiration date specified in such option, by written notice to the attention corporate Secretary of the Equity Compensation Specialist) or Company at its agentexecutive offices with a copy to the Chairman of the Board of Directors. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, Option and the number of Shares as to shares in respect of which the Option it is being exercised and the manner of payment and exercised, shall be signed by the person or persons so exercising the Option. The Notice , and shall be accompanied by payment in full of the exercise full purchase price of such shares. The Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received. Payment of such purchase price shall be made by a certified check payable to the order of the Company. The certificate or certificates for all Shares designated the shares as to which the Option shall have been so exercised shall be registered in the notice. The Notice shall also be accompanied by such other information and documents as name of the Company, in its discretion, may request. To the extent that person or persons so exercising the Option is (or, if the Option shall be exercised after by the Participant’s deathEmployee and if the Employee shall request in the notice exercising the Option, shall be registered in the Notice name of the Employee and another person jointly, with right of survivorship) and shall also be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to paragraph 10 of this Agreement by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be duly authorized and validly issued and shall be fully paid and nonassessable.
(b) Payment It shall be a condition to the obligation of the exercise price shall be made Company to the Company through one issue 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 transfer shares of Common Stock acquired by the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option shall granted hereunder by delivery of shares, that the Employee ( or any authorized representative) pay to the Company, upon its demand, such amount as may be (A) requested by the number Company for the purpose of satisfying its ability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares subject upon such exercise. If the amount requested by the Company to satisfy such withholding tax liability is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option.
(c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option exercise, less (B) until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the number of Exercise Price SharesCommon Stock may be listed.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Film & Music Entertainment, Inc.)
Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company at its offices at Xxx Xxxxxxxxx Xxxxx Xxxxx, Bridgeton, Missouri 63044 (to the attention of the Equity Compensation Specialist) or its agentAttention: VP, Human Resources). The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise the Option, the number of Shares as to which that the Option is being exercised thereby and the manner number of payment and shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option. The Notice Option and shall be accompanied by payment in full of the Option Price for such shares of Common Stock in cash, by certified check or in shares of Common Stock (including shares issuable on exercise price for all Shares designated of the Option).
(b) If shares of Common Stock are tendered as payment of the Option Price (or are withheld from the shares issuable on exercise of the Option), the value of such shares shall be their Fair Market Value Per Share as of the date of exercise. If such tender would result in the noticeissuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. The Notice Company shall also be accompanied by such other information and documents as the Companyissue, in its discretionthe name of the person or persons exercising the Option, may request. To and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received.
(c) In the extent that event the Option is shall be exercised after by any person or persons other than the Participant’s deathOptionee, the Notice pursuant to Paragraph 5, such notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(bd) Payment of the exercise price The Optionee shall be made to the Company through one or a combination of the following methods:
(i) delivery have no rights of a certified or cashier’s check, or a wire transfer, payable stockholder with respect to the Company or cash, in United States currency;
(ii) delivery of shares of Common Stock to be acquired by the Participant more than six months prior exercise of the Option until a certificate or certificates representing such shares are issued to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise priceOptionee. The Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of All shares of Common Stock acquired by purchased upon the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and non-assessable.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Kv Pharmaceutical Co /De/)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a giving written or electronic notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or at its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, principal office specifying the number of Option Shares as to which the Option is being exercised be purchased and the manner of payment and shall be signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the exercise aggregate purchase price for all the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company.
(b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares designated in are traded on a national securities exchange, through the notice. The Notice transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall also be accompanied by valued at the average per share closing price thereof for the five trading days preceding the date of transfer.
(c) Upon receipt of such other information notice and documents as payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in its discretionthe name of the person or persons exercising the Option (or, may requestif the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and 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. To In the extent that event the Option is exercised by any person or persons after the Participant’s deathdeath or legal disability of the Optionee, the Notice such notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of . All Option Shares that are purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Sharesfully paid and nonassessable.
Appears in 1 contract
Method of Exercising Option. (a) Subject to the terms and conditions of this AgreementOption Agreement and the Plan, the Option shall may be exercised by following upon written notice to the procedures established by the Company from time to timeCompany, at its principal office, which may require the delivery is located at Xxx Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000-1510. Such notice (a suggested form of a written or electronic notice of exercise (the “Notice”which is attached) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, Option and the number of Shares as shares with respect to which the Option it is being exercised and the manner of payment and exercised; shall be signed by the person or persons so exercising the Option. The Notice ; 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 Option price of such shares. Only full shares will be issued. Any fractional shares will be forfeited.
(a) In cash, or in full its equivalent, or (b) In whole or in part through the transfer of shares of Common Stock previously acquired by the Non-Employee Director, provided the shares of Common Stock so transferred have been held by the Non-Employee Director for more than 12 months on the date of exercise. In the event the Option price is paid, in whole or in part, with shares of Common Stock, the portion of the exercise price for all Shares designated so paid shall equal the fair market value (as defined in the noticePlan) of such shares on the date of exercise. The Notice shall also be accompanied by Upon receipt of such other information notice and documents as payment, the Company, in its discretionas promptly as practicable, may request. To shall deliver or cause to be delivered a certificate or certificates representing the extent that shares with respect to which the Option is so exercised. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Non-Employee Director and if the Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the name of the Non-Employee Director and the Non-Employee Director'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 shall be exercised by any person or persons after the Participant’s deathlegal disability or death of the Non-Employee Director, the Notice such notice 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 . All shares that shall be made to purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) fully paid and non-assessable by the number of shares subject to the Option exercise, less (B) the number of Exercise Price SharesCompany.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Judge Group Inc)
Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option shall may be exercised in whole or in part by following written notice to the procedures established by the Company from time to timeCompany, at its principal office, which may require the delivery of a written or electronic is located at 000X Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice of exercise (the “Notice”) to the Company (to the attention of the Equity Compensation Specialist) or its agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, and the number of Shares as shares with respect to which the Option it is being exercised and the manner of payment and exercised; shall be signed by the person or persons so exercising the Option. The Notice ; 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 in full of the exercise full Option price for all Shares designated in the noticeof such shares. The Notice Option price shall also be accompanied paid to the Company in: (i) cash or its equivalent; or (ii) by delivering a properly executed notice of exercise of the Option to the Company and a broker, in accordance with Section 7.1(f)(iv) of the Plan. Upon receipt of such other information notice and documents as payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is so exercised. Such certificate(s) shall be registered in its discretionthe name of the person or persons so exercising the Option (or, may request. To the extent that 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 Participant’s deathlegal disability or death of the Optionee, the Notice such notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
(b) Payment of . All shares that are purchased upon 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 the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the 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 the Participant that the Participant owns a number of shares of Common Stock acquired by the 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, the Participant shall represent and warrant that the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon exercise of the Option as provided herein shall be (A) fully paid and not assessable by the number of shares subject to the Option exercise, less (B) the number of Exercise Price SharesCompany.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Integra Lifesciences Holdings Corp)
Method of Exercising Option. (a) Subject to the terms and conditions of this the Option Agreement, the Option shall may be exercised by following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company (to the attention Company, care of the Equity Compensation Specialist) or its agentChief Financial Officer, 1000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000. The Notice shall be in such form as the Company may prescribe and Such notice shall state the election to exercise execute the Option, Option and the number of Shares as to shares in respect of which the Option it is being exercised and the manner of payment exercised, and shall be signed by the person or persons so exercising the Option. The Notice Such notice shall either: (a) be accompanied by payment in full of the full purchase price of such shares, in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to the order of the Company or, if applicable pursuant to Paragraph 2 hereof with the consent of the Compensation Committee, the transfer of the appropriate shares of stock or reduction of the appropriate number of shares to be delivered upon exercise price of the Option. The certificate or certificates for all Shares designated the shares as to which the Option shall have been so exercised shall be registered in the notice. The Notice shall also be accompanied by such other information and documents as the Company, in its discretion, may request. To the extent that the Option is exercised after the Participant’s death, the Notice shall also be accompanied by appropriate proof name of the right of such person or persons to exercise so exercising the Option (or, if the Option shall be exercised by the Holder and if the Holder shall so request in the notice exercising the Option.
(b) Payment , shall be registered in the name of the exercise price Holder and another person jointly, with right of survivorship or in the name of the Holder’s spouse) and shall be made delivered as provided above to or upon the written order of the person or persons exercising the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. As a condition of the issuance of shares hereunder, the Holder agrees to remit to the Company through one or a combination at the time of the following methods:
(i) delivery any exercise of a certified or cashier’s check, or a wire transfer, payable this Option any taxes required to the Company or cash, in United States currency;
(ii) delivery of shares of Common Stock acquired by the 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 Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions;
(iii) if permitted be withheld by the Company in its sole discretionunder federal, by executing state or local law as a “cashless result of exercise” through . With the Company’s designated broker; or
(iv) delivery approval of an attestation from the Participant that the Participant owns a number of shares of Common Stock acquired by the 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 attestationCommittee, the Participant shall represent and warrant that the Participant is the owner Holder may remit such amount by an appropriate reduction of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to be delivered to the Participant Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Holder for at least six months). The Common Shares issued upon exercise of the Option shall may not be (A) the number of transferred except in accordance with applicable federal or state securities laws. Any certificate representing such shares subject will bear a legend to the Option exercisefollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, less (B) the number of Exercise Price SharesAS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AS A CONDITION TO THE TRANSFER OF THE SHARES, THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS OR THAT SUCH TRANSFER HAS BEEN REGISTERED UNDER FEDERAL AND ALL APPLICABLE STATE SECURITIES LAWS.
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