Common use of Method of Option Exercise Clause in Contracts

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of the number of shares of Stock duly endorsed for transfer and owned by the Employee which have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on the primary securities exchange on which the Stock is then traded (if the Stock is not then publicly traded on a securities exchange, the Compensation Committee shall determine the Fair Market Value of such Stock at its complete discretion). In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holder.

Method of Option Exercise. A. (a) Subject to the terms Agreement and conditions of this Agreementthe Plan, the Options Option may be exercised in whole or in part by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company at its corporate headquarters prior to the “Secretary”)Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for transfer and such shares of Stock indicated by the Participant's election. (b) Payment shall be by cash or by check payable to the Company, or, alternatively, as follows to the extent permitted by the Committee at the time of exercise: (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Employee which have Participant and acceptable to the Committee having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, ) that is equal to the amount of cash that would otherwise be required; (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise or, (iii) the Participant may pay the Exercise Price by authorizing the Company to withhold shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option having an aggregate Fair Market Value (valued as reported on of the primary date of exercise) that is equal to the amount of cash that would be required to pay the entire Exercise Price and any tax withholding resulting from such exercise. (c) The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is then traded (if traded. If the Stock is not then publicly traded on Company makes such a securities exchangedetermination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Compensation Committee shall determine Company may rely on the Fair Market Value opinion of such Stock at its complete discretion). In addition to and at counsel for the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderCompany.

Method of Option Exercise. A. Subject to this Agreement and the terms Plan, on and conditions of this Agreementafter the Vesting Date, the Options Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company at its corporate headquarters prior to the “Secretary”)Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for transfer and owned such shares of Stock indicated by the Employee which have Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by tendering, by either actual delivery of shares or by attestation, Shares acceptable to the Committee (including shares otherwise distributable pursuant to the exercise of the Option) having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is then traded (if traded. If the Stock is not then publicly traded on Company makes such a securities exchangedetermination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Compensation Committee shall determine Company may rely on the Fair Market Value opinion of such Stock at its complete discretion). In addition to and at counsel for the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderCompany.

Method of Option Exercise. A. Subject to this Agreement and the terms Plan, on and conditions of this Agreementafter the Vesting Date, the Options Option may be exercised in whole or in part with respect to the number of Covered Shares which become vested pursuant to Sections 2 or 4 above as of the Vesting Date by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company at its corporate headquarters prior to the “Secretary”)Company’s close of business on the last business day that occurs prior to the earlier to occur of the last day of the Term or the Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for transfer and such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Employee which have Participant and acceptable to the Committee having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is then traded (if traded. If the Stock is not then publicly traded on Company makes such a securities exchangedetermination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Compensation Committee shall determine Company may rely on the Fair Market Value opinion of such Stock at its complete discretion). In addition to and at counsel for the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderCompany.

Method of Option Exercise. A. Subject to this Agreement and the terms and conditions of this AgreementPlan, the Options Option may be exercised in whole or in part by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company or his designee at its corporate headquarters prior to the “Secretary”)Company's close of business on the Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for transfer and such shares of Stock indicated by the Participant's election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Board, (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Employee which have Participant and acceptable to the Board having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is then traded (if traded. If the Stock is not then publicly traded on Company makes such a securities exchangedetermination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Compensation Committee Company may rely on the opinion of counsel for the Company. Any certificate representing shares of Stock issued upon exercise of this Option shall determine contain such legends as the Fair Market Value of such Stock at its complete discretion). In addition to and at the time of payment of the purchase price, the person exercising the Options Company shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderrequire.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options The Option may be exercised in whole or in part by filing a written notice with the Chief Financial Officer of the Company at its corporate headquarters prior to the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”a) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for transfer purchase at that time under the Option, and owned (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Employee which have Participant's election. Payment shall be by cash or by check payable to the Company, or, upon request of the Participant but only if approved by the Company in its sole discretion after receipt of such request: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Company (including, if the Company so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary securities exchange on which amount of cash that would otherwise be required; or (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock is then traded (if the Stock is not then publicly traded on or a securities exchange, the Compensation Committee shall determine the Fair Market Value of such Stock at its complete discretion). In addition to and at the time of payment sufficient portion of the purchase price, shares) acquired upon exercise of the person exercising the Options shall pay Option and remit to the Corporation Company a sufficient portion of the full amount of sale proceeds to pay the entire Exercise Price and any federal and state tax withholding or other taxes applicable to the taxable income of such person resulting from such exercise. Issuance of shares of Stock upon the exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderOptions may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange or a national market system, including without limitation the Nasdaq National Stock Market.

Method of Option Exercise. A. Subject to the terms Option Terms and conditions of this Agreementthe Plan, the Options Option may be exercised in whole or in part by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company at its corporate headquarters prior to the “Secretary”)Company’s close of business on the last business day that occurs prior to the Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Covered Shares which it is being exercised (the “Purchased Shares”) Participant elects to purchase, and shall be signed accompanied by, or followed within ten days of delivery thereof, payment of the Exercise Price for such Covered Shares indicated by the person Participant’s election. Payment may be by cash or, subject to limitations imposed by applicable law, by such means as the Committee from time to time may permit, including, (i) by delivery or persons so exercising attestation of Mature Shares (valued at their Fair Market Value); (ii) by delivery of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the OptionsCompany the amount necessary to pay the exercise price from the sale; (iii) by delivery of any other consideration that the Committee deems appropriate and in compliance with applicable law; or (iv) by delivery of any combination of the foregoing, as the Committee may allow from time-to-time. Such Unless prior to the exercise of the Option the shares issuable upon such exercise have been registered with the Commission pursuant to the Securities Act, the notice of exercise shall be accompanied by (i) a personal check payable representation or agreement of the individual or entity exercising the Option to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery Company to the Corporation of the number of effect that such shares of Stock duly endorsed are being acquired for transfer investment purposes and owned by the Employee which have an aggregate Fair Market Value equal not with a view to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in distribution thereof, and such other manner documentation as may be acceptable required by the Company, unless in the opinion of counsel to the Corporation Company such representation, agreement or documentation is not necessary to comply with any such act. The Company shall not be obligated to deliver any Company Stock until the shares have been listed on each securities exchange or market on which the Company Stock may then be listed or until there has been qualification under or compliance with such terms federal or state laws, rules or regulations as the Company may deem applicable. The Option shall not be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high exercisable if and low sales price of the Stock on the last trading day immediately prior to the date extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of exercise, as reported on the primary any securities exchange on which the Company Stock is then traded (if and shall not be exercisable during any blackout period established by the Stock is not then publicly traded on a securities exchange, the Compensation Committee shall determine the Fair Market Value of such Stock at its complete discretion). In addition Company from time to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holdertime.

Method of Option Exercise. A. Subject to this Agreement and the terms and conditions of this AgreementPlan, the Options Option may be exercised in whole or in part by filing a written notice to with the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (Company at its corporate headquarters prior to the “Secretary”)Company's close of business on the last business day that occurs prior to the Option Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Common Stock duly endorsed which the Grantee elects to purchase, and shall be accompanied by payment of the Option Price for transfer and such shares of Common Stock indicated by the Grantee's election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Option Price may be paid by the Grantee by delivery of shares of Common Stock owned by the Employee which have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be Grantee and acceptable to the Corporation on such terms Committee having an aggregate fair market value (valued as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary amount of cash that would otherwise be required; and (ii) the Grantee may pay the Option Price by authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the Non-Qualified Stock Option Agreement sale proceeds to pay the entire Option Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Common Stock is then traded (if traded. If the Stock is not then publicly traded on Company makes such a securities exchangedetermination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Compensation Committee shall determine Company may rely on the Fair Market Value opinion of such Stock at its complete discretion). In addition to and at counsel for the time of payment of the purchase price, the person exercising the Options shall pay to the Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderCompany.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options The Option may be exercised in whole or in part by filing a written notice with the Chief Financial Officer of the Company at its corporate headquarters prior to the Corporation at its Employee offices to the attention of the Corporate Secretary of the Corporation (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”a) and shall be signed by the person or persons so exercising the Options. Such notice shall be accompanied by (i) a personal check payable to the order of the Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Corporation of specify the number of shares of Stock duly endorsed which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for transfer purchase at that time under the Option, and owned (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Employee which have Participant's election. Payment shall be by cash or by check payable to the Company, or, upon request of the Participant but only if approved by the Company in its sole discretion after receipt of such request: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Company (including, if the Company so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value equal to the aggregate purchase price (valued as of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall mean the average of the high and low sales price of the Stock on the last trading day immediately prior to the date of exercise, as reported on ) that is equal to the primary securities exchange on which amount of cash that would otherwise be required; or (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock is then traded (if the Stock is not then publicly traded on or a securities exchange, the Compensation Committee shall determine the Fair Market Value of such Stock at its complete discretion). In addition to and at the time of payment sufficient portion of the purchase price, shares) acquired upon exercise of the person exercising the Options shall pay Option and remit to the Corporation Company a sufficient portion of the full amount of sale proceeds to pay the entire Exercise Price and any federal and state tax withholding or other taxes applicable to the taxable income of such person resulting from such exercise. Issuance of shares of Stock upon exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Stock. Such payment may also be made in the form of payroll withholding, at the election of the option holderOptions may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange or a national market system, including without limitation the Nasdaq National Stock Market.