Common use of Method of Option Exercise Clause in Contracts

Method of Option Exercise. (a) In order to exercise this Option, the Grantee must deliver or mail to the Company’s Vice President, General Counsel and Secretary, or his/her designee: (i) a notice, in a form prescribed by the Company, indicating: (1) the intent to exercise this Option; (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form. (ii) payment as appropriate as follows: (1) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value on the date of exercise of which equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole shares of Common Stock already beneficially owned by the Grantee for at least six (6) months, the aggregate of which, determined as provided in subparagraphs (1) and (2) above equals the Option Price times the number of Optioned Shares being exercised; or (4) any other form and method of payment approved by the Committee. (b) Upon receipt of such notice and payment and satisfaction of any applicable tax withholding, the Company shall deliver to the Grantee, as soon thereafter as practicable, a certificate or certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, as the Grantee shall have requested, for such number of Optioned Shares.

Method of Option Exercise. (a) In order to exercise this Option, the Grantee must deliver or mail to the Company’s Vice President, General Counsel and Secretary, or his/her designee: (i) a written notice, in a form prescribed by the Company, indicating: (1) the intent to exercise this Option; (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form.; and (ii) payment as appropriate as follows: (1) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value of which (on the date of exercise of which exercise) equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole shares of Common Stock already beneficially owned by the Grantee for at least six (6) months, the aggregate of which, determined as provided in subparagraphs (1) and (2) above equals the Option Price times the number of Optioned Shares being exercised; or (4) any other form and method of payment approved by the Committee. (b) Upon receipt of such notice and payment and satisfaction of any applicable tax withholdingpayment, the Company shall deliver to the Grantee, as soon thereafter as practicable, a certificate or certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, as the Grantee shall have requested, for such number of Optioned Shares.

Method of Option Exercise. (a) In order to exercise this Option, the Grantee must deliver or mail to the Company’s Vice President, General Counsel and Secretary, or his/her designee: (i) a notice, in a form prescribed by the Company, indicating: (1) the intent to exercise this Option; (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form. (ii) payment as appropriate as follows: (1) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value of which (on the date of exercise of which exercise) equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole shares of Common Stock already beneficially owned by the Grantee for at least six (6) months, the aggregate of which, determined as provided in subparagraphs (1) and (2) above equals the Option Price times the number of Optioned Shares being exercised; or (4) any other form and method of payment approved by the Committee. (b) Upon receipt of such notice and payment and satisfaction of any applicable tax withholding, the Company shall deliver to the Grantee, as soon thereafter as practicable, a certificate or certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, as the Grantee shall have requested, for such number of Optioned Shares.

Method of Option Exercise. (a) In order to exercise this Option, the Grantee must deliver or mail to the Company’s Vice President, General Counsel and Secretaryof the Company, or his/her designee: (i) a written notice, in a form prescribed by the Company, indicating: (1) the intent to exercise this Option; (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form.; and (ii) payment as appropriate as follows: (1) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number of Option Shares being exercised; or (2) whole Shares shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value of which (on the date of exercise of which exercise) equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole shares of Common Stock already beneficially owned by the Grantee for at least six (6) months, the aggregate of which, determined as provided in subparagraphs (1) and (2) above equals the Option Price times the number of Optioned Shares being exercised; or (4) any other form and method of payment approved by the Committee. (b) Upon receipt of such notice and payment and satisfaction of any applicable tax withholdingpayment, the Company shall deliver to the Grantee, as soon thereafter as practicable, a certificate or certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, as the Grantee shall have requested, for such number of Optioned Shares.

Method of Option Exercise. (a) In order The Option or any part thereof may be exercised in accordance with Section 2 of this Agreement by (a) filing a written notice of exercise with the Company, on a form to exercise this Option, the Grantee must deliver or mail be provided for that purpose (b) executing a signature page to the Company’s Vice PresidentStockholders Agreement, General Counsel a copy of which is attached hereto as Exhibit A (the "Stockholder's Agreement"), and Secretary, or his/her designee(c) payment of the full purchase price for the number of shares purchased. (b) Payment of the purchase price shall be made in any combination of the following: (i) a notice, in a form prescribed by certified or official bank check payable to the Company, indicating: Company (1) or the intent equivalent acceptable to exercise this Optionthe Board); (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form. (ii) payment as appropriate as follows:with the consent of the Board in its sole discretion, by personal check (subject to collection), which may in the Board's discretion be deemed conditional; (1iii) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number by delivery of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value on the date of exercise of which equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole previously acquired shares of Common Stock already beneficially owned by the Grantee for at least six months having a Fair Market Value (6) months, the aggregate of which, determined as provided in subparagraphs (1of the "option exercise date") and (2) above equals equal to the portion of the Option Price times exercise price being paid thereby, provided that the number Board may require the Grantee to furnish an opinion of Optioned Shares being exercised; orcounsel acceptable to the Board to the effect that such delivery does not require any Consent; (4iv) any other form and method with the consent of payment approved the Board in its sole discretion, by the CommitteeGrantee's promissory note and agreement providing for payment with interest on the unpaid balance accruing at a rate not less than that needed to avoid the imputation of income under Code section 7872 and upon such terms and conditions (including such security, if any, therefor) as the Board may determine; and/or (v) by delivery to the Company of an assignment of a sufficient amount of the proceeds from the sale of Common Stock acquired upon exercise to pay for all of the Common Stock acquired upon exercise and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be made at the Grantee's direction at the time of exercise, provided that the Grantee shall be liable for any portion of the exercise price not covered by such assignment of proceeds of sale. (bc) Upon As soon as practicable after receipt of such notice and payment and satisfaction full payment, subject to Section 3.2 of any applicable tax withholdingthe Plan (relating to Consents), the Company shall deliver to the GranteeGrantee one or more certificates for the shares of Common Stock purchased, as soon thereafter as practicable, a certificate or which certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, may bear such legends as the Grantee shall have requested, for such number of Optioned SharesCompany may deem appropriate.

Method of Option Exercise. (a) In order to exercise this Option, the Grantee must deliver or mail to the Company’s Vice President, General Counsel and Secretary, or his/her designee: (i) a notice, in a form prescribed by the Company, indicating: (1) the intent to exercise this Option; (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form. (ii) payment as appropriate as follows: (1) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value of which (on the date of exercise of which exercise) equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole shares of Common Stock already beneficially owned by the Grantee for at least six (6) months, the aggregate of which, determined as provided in subparagraphs (1) and (2) above equals the Option Price times the number of Optioned Shares being exercised; or (4) any other form and method of payment approved by the Committee. (b) Upon receipt of such notice and payment and satisfaction of any applicable tax withholding, the Company shall deliver to the Grantee, as soon thereafter as practicable, a certificate or certificates in the Grantee’s name, or in the Grantee’s name and the name of another person, as the Grantee shall have requested, for such number of Optioned Shares.

Method of Option Exercise. (a) In order The Option or any part thereof may be exercised in accordance with Section 2 of this Agreement by (a) filing a written notice of exercise with the Company, on a form to exercise this Option, the Grantee must deliver or mail be provided for that purpose (b) executing a signature page to the Company’s Vice PresidentStockholders Agreement, General Counsel a copy of which is attached hereto as Exhibit A (the "Stockholders Agreement"), and Secretary, or his/her designee(c) payment of the full purchase price for the number of shares purchased. (b) Payment of the purchase price shall be made in any combination of the following: (i) a notice, in a form prescribed by certified or official bank check payable to the Company, indicating: Company (1) or the intent equivalent acceptable to exercise this Optionthe Board); (2) whether the Option being exercised is an Incentive Stock Option or a Nonqualified Stock Option, and the number of Optioned Shares and the Option Price to which such exercise relates; (3) whether such Shares shall be issued in the Grantee’s name, or in the Grantee’s name and the name of another person, the nature of the tenancy (joint tenants with right of survivorship, tenants in common, etc.) together with the Social Security Number(s) of the person(s) whose name(s) will appear on the certificates. (4) denomination(s) of the certificate(s) desired; (5) the address of record for delivery of the certificate(s) and any subsequent stockholder mailing; (6) if permitted by the Committee, Grantee may request that such Shares be issued in book entry form, in which event such notice shall include the information reasonably required to issue such Shares in book entry form. (ii) payment as appropriate as follows:with the consent of the Board in its sole discretion, by personal check (subject to collection), which may in the Board's discretion be deemed conditional; (1iii) Grantee’s check or money order, payable to the Company, in an amount equal to the Option Price times the number by delivery of Option Shares being exercised; or (2) whole Shares of Common Stock already beneficially owned by the Grantee for a period of at least six (6) months, the aggregate Fair Market Value on the date of exercise of which equals or exceeds the Option Price times the number of shares being exercised, together with a duly executed stock power (with signature guaranteed) conveying such shares to the Company; or (3) a check or money order payable to the order of the Company plus whole previously acquired shares of Common Stock already beneficially owned by the Grantee for at least six months having a Fair Market Value (6) months, the aggregate of which, determined as provided in subparagraphs (1of the "option exercise date") and (2) above equals equal to the portion of the Option Price times exercise price being paid thereby, provided that the number Board may require the Grantee to furnish an opinion of Optioned Shares being exercised; orcounsel acceptable to the Board to the effect that such delivery does not require any Consent; (4iv) any other form and method with the consent of payment approved the Board in its sole discretion, by the CommitteeGrantee's promissory note and agreement providing for payment with interest on the unpaid balance accruing at a rate not less than that needed to avoid the imputation of income under Code section 7872 and upon such terms and conditions (including such security, if any, therefor) as the Board may determine; and/or (v) by delivery to the Company of an assignment of a sufficient amount of the proceeds from the sale of Common Stock acquired upon exercise to pay for all of the Common Stock acquired upon exercise and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be made at the Grantee's direction at the time of exercise, provided that the Grantee shall be liable for any portion of the exercise price not covered by such assignment of proceeds of sale. (bc) Upon As soon as practicable after receipt of such notice and payment and satisfaction full payment, subject to Section 3.2 of any applicable tax withholdingthe Plan (relating to Consents), the Company shall deliver to the Grantee one or more certificates for the shares of Common Stock purchased, which certificates may bear such legends as the Company may deem appropriate. (d) In the event of Grantee, as soon thereafter as practicable, a certificate or certificates in 's death the Option shall be exercisable by the Grantee’s name's surviving spouse, and if Grantee is not survived by a spouse, by the duly appointed personal representative of Grantee's estate, at any time until the date on which the Option terminates or expires in accordance with the Grantee’s name provisions of the Plan and the name of another person, as the Grantee shall have requested, for such number of Optioned Sharesthis Agreement.