Common use of Payment and Other Conditions Clause in Contracts

Payment and Other Conditions. On the exercise of any Option, the written notice described in Section 4.2 must be accompanied by a check payable to the Company, in the amount of the Exercise Price of all Option Shares purchased pursuant to such exercise of the Options and an amount equal to the federal, state and local taxes, if any, required to be withheld as a result of such exercise. At Optionee's written election delivered as part of the written notice described in Section 4.2, all or any portion of the Exercise Price and applicable withholding taxes payable by the Company may be paid by reducing the number of Option Shares issued upon such exercise by the number of whole Option Shares having a fair market value, as determined by the Board in good faith (or, if the Common Stock is then trading on a established public market, as determined pursuant to the following sentence), on the date of exercise most nearly equal to (but not in excess of) the amount due to the Company, and any remaining balance shall be paid by check. If the Common Stock is traded on an established public market, the fair market value of the Option Shares shall be the average closing price of the Common Stock during the ten consecutive trading days preceding the date of exercise on the principal market on which the Common Stock is traded. Upon the request of the Company, the Optionee shall return this Stock Option Agreement to the Company and the Company may endorse thereon a notation of the exercise and return this Stock Option Agreement to the Optionee. Also, as an express condition to the exercise of any option, Optionee shall first execute the Shareholder Agreement dated April 1, 1996 by and between the Company and its various shareholders, and agree to be bound as a "Plan Shareholder" by the provisions therein.

Payment and Other Conditions. On the exercise of any Option, the written notice described in Section 4.2 must be accompanied by a check payable to the Company, in the amount of the Exercise Price of all Option Shares purchased pursuant to such exercise of the Options and an amount equal to the federal, state and local taxes, if any, required to be withheld as a result of such exercise. At Optionee's written election delivered as part of the written notice described in Section 4.2, all or any portion of the Exercise Price and applicable withholding taxes payable by clue to the Company may be paid by reducing the number of Option Shares issued upon such exercise by the number of whole Option Shares having a fair market value, as determined by the Board in good faith (or, if the Common Stock is then trading on a established public market, as determined pursuant to the following sentence)Board, on the date of exercise most nearly equal to (but not in excess of) the amount due clue to the Company, and any remaining balance shall be paid by check. If the Common Stock is traded on an established public market, the fair market value of the Option Shares shall be the average closing price of the Common Stock during the ten consecutive trading days preceding the date of exercise on the principal market on which the Common Stock is traded. Upon the request of the Company, the Optionee shall return this Stock Option Agreement to the Company and the Company may endorse thereon a notation of the exercise and return this Stock Option Agreement to the Optionee. Also, as an express condition to the exercise of any option, Optionee shall first execute the Shareholder Agreement dated April 1, 1996 by and between the Company and its various shareholders, and agree to be bound as a "Plan Shareholder" by the provisions therein.

Payment and Other Conditions. On the exercise of any Option, the written notice described in Section 4.2 must be accompanied by a check payable to the Company, in the amount of the Exercise Price of all Option Shares purchased pursuant to such exercise of the Options and an amount equal to To the federal, state and local taxes, if any, required to be withheld as a result of such exercise. At Optionee's written election delivered as part of the written notice described in Section 4.2, all or any portion of the Exercise Price and applicable withholding taxes payable by the Company may be paid by reducing the number of Option Shares issued upon such exercise by the number of whole Option Shares having a fair market value, as determined by the Board in good faith (or, if the Common Stock is then trading on a established public market, as determined pursuant to the following sentence), on the date of exercise most nearly equal to (but not in excess of) the amount due to the Company, and any remaining balance shall be paid by check. If the Common Stock is traded on an established public market, the fair market value of the Option Shares shall be the average closing price of the Common Stock during the ten consecutive trading days preceding the date of exercise on the principal market on which the Common Stock is traded. Upon the request of the Company, the Optionee shall return this Stock Option Agreement to the Company and the Company may endorse thereon a notation of the exercise and return this Stock Option Agreement to the Optionee. Also, as an express condition to the exercise of any option, Optionee shall first execute the Shareholder Agreement dated April 1, 1996 by and between the Company and its various shareholders, and agree to be bound as a "Plan Shareholder," by the provisions therein.