Common use of Method of Exercising the Option Clause in Contracts

Method of Exercising the Option. The Option shall be exercised by the Grantee by delivering to the Company written notice from the Grantee as of a date set by the Company which is in advance of the proposed exercise date. The notice from the Grantee shall state that the Grantee is exercising the Option and shall specify the number of Option Shares that the Grantee desires and is entitled to purchase. Such notice shall be in a form and content as determined by the Committee and shall be accompanied by full payment for the Option Shares to be exercised. The Option may only be exercised with respect to full shares, and no fractional shares shall be issued. The Option Price upon exercise of the Option Shares shall be payable to the Company in full either: (i) in cash or its equivalent, or (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Stock Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. The Committee, in its discretion, may also allow an Option to be exercised by a broker-dealer acting on behalf of the Grantee if (i) the broker-dealer has received from the Grantee a duly endorsed Incentive Agreement evidencing such Option and instructions signed by the Grantee requesting the Company to deliver the Shares of Common Stock subject to such Option to the broker-dealer on behalf of the Grantee and specifying the account into which such Shares should be deposited, (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Grantee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220 (or its successor). As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, Share certificates for the number of Shares purchased under the Stock Option. Such delivery shall be effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Grantee or other appropriate recipient. Subject to Section 6.2 of the Plan, during the lifetime of a Grantee, each Option granted to him shall be exercisable only by the Grantee (or his legal guardian in the event of his Disability) or by a broker-dealer acting on his behalf pursuant to a cashless exercise under the foregoing provisions of this Section. Any certificate issued to evidence Shares issued upon the exercise of this Incentive Award may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations, including but not limited to, blue sky and securities laws, the requirements of the stock exchange or market upon which such shares are then listed and/or traded and any other restrictions on these Shares. The Grantee or other person exercising the Option Shares under this Incentive Award may be required by the Committee to give a written representation that the Incentive Award and the Shares subject to the Incentive Award will be acquired for investment and not with a view to public distribution; provided, however, that the Committee, in its sole discretion, may release any person receiving an Incentive Award from any such representations either prior to or subsequent to the exercise of this Incentive Award.

Method of Exercising the Option. The Option shall may be exercised at any time during the Term by the Grantee by delivering written notice to the Company written notice from the Grantee as in care of a date set by the Company which is in advance its Secretary at its address of the proposed exercise date. The notice from the Grantee shall state that the Grantee is exercising the Option and shall specify the number of Option Shares that the Grantee desires and is entitled to purchase0000 X. Xxxxxxxx Xx., Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000. Such notice shall be state the election to exercise the Option and the number of shares in a form and content as determined by the Committee respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by (i) payment of the full purchase price of such shares, (ii) payment for of an amount equal to the Option Shares aggregate minimum federal, state, and local income and employment taxes which the Company is obligated to be exercised. The Option may only be exercised withhold and deposit on behalf of the Optionee with respect to full shares, and no fractional shares shall be issued. The Option Price upon such exercise of the Option Shares shall be payable to the Company in full either: (i) in cash or its equivalent, or (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii“Withholding Obligation”), and (iii) abovea duly exercised copy of the Binder Agreement attached hereto as Exhibit A pursuant to which Optionee, or his successor in interest, agrees to become a party to and to be legally bound by the “Holdings Investors Rights Agreement” (as such term is defined in the Exchange Agreement) or any successor agreement. Any The date such notice and payment in Shares full are received shall be effected the “Exercise Date”. Payment of such purchase price and Withholding Obligation shall in either case be made (i) in cash (including check) at the time of exercise; (ii) pursuant to a program developed under Regulation T as promulgated by the surrender Federal Reserve Board which, prior to the issuance of such Shares Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company in good form from the sales proceeds; (iii) by delivery of already-owned shares of Common Stock, held for transfer the period required to avoid a charge to the Company’s reported earnings, and owned free and clear of any liens, claims, encumbrances or security interests, which Common Stock shall be valued at their its Fair Market Value on the date when of exercise; (iv) by a combination of the Stock Option is exercised. Unless otherwise methods of payment permitted by Sections 4.6 (i) through (iii); or (v) by such other means as the Committee in its discretionCompany and the Optionee shall mutually agree. In the event the Option shall be exercised pursuant to this Section 4.6 by any person or persons other than the Optionee, such notice shall be accompanied by evidence of the Grantee shall not surrender, authority of such person or attest persons to exercise the Option and evidence satisfactory to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) that any estate and/or inheritance taxes payable with respect to the Stock Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. The Committee, in its discretion, may also allow an Option to be exercised by a broker-dealer acting on behalf of the Grantee if (i) the broker-dealer has received from the Grantee a duly endorsed Incentive Agreement evidencing such Option and instructions signed by the Grantee requesting the Company to deliver the Shares of Common Stock subject to such Option to the broker-dealer on behalf of the Grantee and specifying the account into which such Shares should be deposited, (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Grantee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220 (or its successor). As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, Share certificates for the number of Shares purchased under the Stock Option. Such delivery shall be effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Grantee or other appropriate recipient. Subject to Section 6.2 of the Plan, during the lifetime of a Grantee, each Option granted to him shall be exercisable only by the Grantee (or his legal guardian in the event of his Disability) or by a broker-dealer acting on his behalf pursuant to a cashless exercise under the foregoing provisions of this Section. Any certificate issued to evidence Shares issued upon the exercise of this Incentive Award may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations, including but not limited to, blue sky and securities laws, the requirements of the stock exchange or market upon which such shares are then listed and/or traded and any other restrictions on these Shares. The Grantee or other person exercising the Option Shares under this Incentive Award may be required by the Committee to give a written representation that the Incentive Award and the Shares subject to the Incentive Award will be acquired for investment and not with a view to public distribution; provided, however, that the Committee, in its sole discretion, may release any person receiving an Incentive Award from any such representations either prior to or subsequent to the exercise of this Incentive Awardhave been provided for.