Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General Counsel, at the Company's principal office, which currently is located at 55 Technology Way, West Greenwich, Rhode Island 02817, or to such agexx xx xxx Xxxxxxx xxx xxxxxxxxx, xx xxxx xxxxx'x xxxxess. Such notice shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In unrestricted Stock previously acquired by the Employee and held by the Employee for at least six (6) months; (c) In any combination of (a) and (b) above; or (d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General CounselCorporate Secretary, at the Company's principal office, which currently is located at 55 Technology WayTxxxxxxxxx Xxx, West GreenwichXxxx Xxxxxxxxx, Rhode Island 02817Xxxxx Xxxxxx 00000, or xx to such agexx xx xxx Xxxxxxx xxx xxxxxxxxxagent as the Company may designate, xx xxxx xxxxx'x xxxxessat such agent's address. Such notice notice, a form of which shall be made available prior to the first exercise date, shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; hereof and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee and Employee, provided that if such shares of Stock were acquired through exercise of an ISO or NQSO under the Plan or of an option under a similar plan of the Company or related corporation, such shares have been held by the Employee for at least six (6a period of more than six(6) months3 Exhibit 10.22 months on the date of exercise or for such longer or shorter period as the Committee may determine;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (dD) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b16(B) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b16(B)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) . In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Gtech Holdings Corp)
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General Counsel, at the Company's principal office, which currently is located at 55 Technology Way00 Xxxxxxxxxx Xxx, West GreenwichXxxx Xxxxxxxxx, Rhode Island 02817Xxxxx Xxxxxx 00000, or to such agexx xx xxx Xxxxxxx xxx xxxxxxxxxagent as the Company may designate, xx xxxx xxxxx'x xxxxessat such agent's address. Such notice shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee Director and held by the Employee Director for at least six (6) months;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE A DIRECTOR WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee Director and if the Employee Director shall so request in the notice exercising the Options, shall be registered in the name of the Employee Director and the EmployeeDirector'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Gtech Holdings Corp)
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General Counsel, at the Company's principal office, which currently is located at 55 Technology Way00 Xxxxxxxxxx Xxx, West GreenwichXxxx Xxxxxxxxx, Rhode Island 02817Xxxxx Xxxxxx 00000, or to such agexx xx xxx Xxxxxxx xxx xxxxxxxxxagent as the Company may designate, xx xxxx xxxxx'x xxxxessat such agent's address. Such notice shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee and held by the Employee for at least six (6) months;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Gtech Holdings Corp)
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Options Option may be exercised upon at least two (2) days written notice to the Company, Attention: General CounselCorporation, at the Company's its principal office, which currently is presently located at 55 Technology WayGreat Valley Corporate Center, West GreenwichSeven Great Valley Parkway East, Rhode Island 02817Malvern, or to such agexx xx xxx Xxxxxxx xxx xxxxxxxxx, xx xxxx xxxxx'x xxxxessPennsylvania 19355. Such notice shall state the election to exercise the Options and the shxxx xxxxx xxx xxxxxxxx xx xxxxxxxx xxx Xxxxxx xxx xxx number of shares with respect to which they are it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if unless the Company so requestsCorporation otherwise notifies the Optionee, be accompanied by the investment certificate referred to in Section Paragraph 6 hereof; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
Corporation (a) In cashin cash or its equivalent, or in its equivalent;
(b) In unrestricted through the delivery of shares of Common Stock previously which shall be valued at their fair market value on their date of tender, provided that if the shares so tendered were acquired by through exercise of an ISO, the Employee Optionee, on the date of tender, shall have held such shares for a period of not less than the holding period described in section 422(a)(1) of the Code, or if such shares of Common Stock were acquired through exercise of an NQSO or of an option under a similar plan, the Optionee, on the date of tender, shall have held such shares for a period of more than one (1) year, and held by further provided that the Employee for at least Optionee shall not have tendered shares of Common Stock in payment of the exercise price of any Option within six (6) months;
months of the date of exercise, or (c) In any by a combination of (a) and (b) above; or
, or (d) By if the shares acquired upon exercise of the Option are covered by an effective registration statement under the Securities Act of 1933 (the "1933 Act"), by delivering a properly executed notice of exercise of the Options Option to the Company Corporation and a broker, with irrevocable instructions to the broker promptly to deliver to the Company Corporation the amount of sale or loan proceeds necessary to pay the exercise price of the Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agentOption. Upon receipt of such notice and payment, the Company, as promptly as practicable, Corporation shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are Option is so exercised. The certificate or certificates for such 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 Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee's spouse, jointly, with right of survivorship) Option and shall 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 by any person or persons exercising after the Optionsdeath of the Optionee, 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 Options Option as provided herein shall be fully paid and non-assessable by the Companyassessable.
Appears in 1 contract
Samples: Stock Option Agreement (Tangram Enterprise Solutions Inc)
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General Counsel, at the Company's principal office, which currently is located at 55 Technology Way00 Xxxxxxxxxx Xxx, West GreenwichXxxx Xxxxxxxxx, Rhode Island 02817Xxxxx Xxxxxx 00000, or to such agexx xx xxx Xxxxxxx xxx xxxxxxxxxagent as the Company may designate, xx xxxx xxxxx'x xxxxessat such agent's address. Such notice shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee and held by the Employee for at least six (6) months;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Gtech Holdings Corp)
Method of Exercising Options. Subject to the terms and conditions of this Option Agreement and the Plan, the Options may be exercised upon at least two (2) days written notice to the Company, Attention: General CounselCorporate Secretary, at the Company's principal office, which currently is located at 55 Technology WayTxxxxxxxxx Xxx, West GreenwichXxxx Xxxxxxxxx, Rhode Island 02817Xxxxx Xxxxxx 00000, or xx to such agexx xx xxx Xxxxxxx xxx xxxxxxxxxagent as the Company may designate, xx xxxx xxxxx'x xxxxessat such agent's address. Such notice notice, a form of which shall be made available prior to the first exercise date, shall state the election to exercise the Options and the number of shares with respect to which they are 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 Section 6 hereof; hereof and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee and Employee, provided that if such shares of Stock were acquired through exercise of an ISO or NQSO under the Plan or of an option under a similar plan of the Company or related corporation, such shares have been held by the Employee for at least six (6a period of more than six(6) months3 Exhibit 10.23 months on the date of exercise or for such longer or shorter period as the Committee may determine;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of the Options 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 Options, and by delivering such proceeds in cash or its equivalent. (NOTE THAT THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER FINANCED TRANSACTION.) . In the event such Option Price is paid, in whole or in part, with shares of Stock, the portion of the Option Price so paid shall be equal to the Fair Market Value of such Stock being used as payment on the date the notice of exercise is received by the Company or its agent. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares of Stock with respect to which the Options are so exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Options (or, if the Options shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Options, shall be registered in the name of the Employee and the Employee'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 Options. All shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and non-assessable by the Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Gtech Holdings Corp)