Common use of Payment for Option Shares Clause in Contracts

Payment for Option Shares. If payment for the Option Price is made other than by a method described in Sections 5(a) or 5(b), the Option Price shall be paid in cash, certified funds, or Optionee's check. Payment shall be considered made when the Treasurer of the Company receives delivery of the payment at the Company's address, provided that a payment made by check is honored when first presented to the Optionee's bank. Beginning 180 days after the consummation of any firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, (i) for which the aggregate gross proceeds to the Company are not less than fifty million dollars ($50,000,000), (ii) in which each outstanding share of Series B Preferred Stock of the Company converts pursuant to terms thereof into shares of Common Stock that have an aggregate value, based on the price to public in such offering, of at least $7.50 per share, and (iii) pursuant to which shares of Common Stock are authorized and approved for listing on the New York Stock Exchange or admitted to trading and quoted in the Nasdaq National Market system (a "Qualified Public Offering"), payment for the exercise of an Option may be made pursuant to the following methods: (a) If the Option Price of the Option Shares purchased by Optionee at any one time exceeds $1,000, the Company, in its sole discretion, upon request by Optionee, may permit all or part of the Option Price to be paid by delivery to the Company for cancellation shares of Common Stock previously owned by Optionee ("Previously Owned Shares") with a Fair Market Value (as defined in the Plan) as of the date of the payment equal to the portion of the Option Price for the Option Shares that Optionee does not pay in cash. Notwithstanding the above, Optionee may be permitted to exercise the Option by delivering Previously Owned Shares only if (i) Optionee has held, and provides appropriate evidence of such, the Previously Owned Shares for more than six months prior to the date of exercise, or (ii) the Previously Owned Shares were acquired by Optionee in an arm's length, open market transaction, or (iii) the Previously Owned Shares consist of a combination of shares meeting the criteria described in either of the immediately preceding clauses (i) and (ii). This period described in clause (i) of the preceding sentence (the "Holding Period") may be extended by the Company acting in its sole discretion as is necessary, in the opinion of the Company, so that, under generally accepted accounting principles, no compensation shall be considered to have been or to be paid to Optionee as a result of the exercise of the Option in this manner. At the time the Option is exercised, Optionee shall provide an affidavit, and such other evidence and documents as the Company shall request, to establish that the requirements of clauses (i), (ii) or (iii) above have been satisfied. As indicated above, Optionee may deliver shares of Common Stock as part of the purchase price only if the Company, in its sole discretion, agrees, on a case by case basis, to permit this form of payment. (b) Optionee also may pay the Option Price by delivering to the Company and to a broker-dealer, which broker-dealer shall be subject to approval by the Option Committee at the Option Committee's sole discretion, a written notice of exercise, in the form prescribed by the Option Committee, together with the Optionee's irrevocable instructions to the broker-dealer to promptly deliver to the Company certified funds representing the Option Price, which certified funds may be the result of the broker-dealer's sale of some or all of the Option Shares received upon exercise or the result of a loan from the broker-dealer to the Optionee.

Payment for Option Shares. If Full payment for the Option Price is made other than Shares to ------------------------- be purchased by a method described in Sections 5(a) or 5(b), exercise of the associated Performance Option Price shall be paid in cash, certified funds, made by Momentum as follows (or Optionee's check. Payment shall be considered made when the Treasurer any combination of the Company receives delivery of the payment at the Company's address, provided that a payment made by check is honored when first presented to the Optionee's bank. Beginning 180 days after the consummation of any firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, following): (i) for which the aggregate gross proceeds to the Company are not less than fifty million dollars ($50,000,000)In immediately available funds, in United States dollars; and/or (ii) in which each outstanding share The surrender or relinquishment of Series B Preferred Stock of the Company converts pursuant options, warrants or other rights to terms thereof into shares of acquire Common Stock that have an aggregate valueheld by Momentum and/or its Affiliates, based with a Fair Market Value on the price to public in date of such offering, of at least $7.50 per share, and (iii) pursuant to which shares of Common Stock are authorized and approved for listing on the New York Stock Exchange surrender or admitted to trading and quoted in the Nasdaq National Market system (a "Qualified Public Offering"), payment for the exercise of an Option may be made pursuant relinquishment equal to the following methods: (a) If the aggregate Option Price of the Option Shares purchased with respect to which the Performance Option or portion is thereby exercised; and/or (iii) If expressly consented to by Optionee at any one time exceeds $1,000Pinnacle International: (1) The surrender or relinquishment of options, the Company, in its sole discretion, upon request by Optionee, may permit all warrants or part of the Option Price other rights to be paid by delivery to the Company for cancellation shares of acquire Common Stock previously owned by Optionee ("Previously Owned Shares") held Momentum and/or its Affiliates, with a Fair Market Value (as defined in the Plan) as of on the date of the payment such surrender or relinquishment equal to the portion of the aggregate Option Price for the Option Shares that Optionee does not pay in cash. Notwithstanding the above, Optionee may be permitted to exercise the Option by delivering Previously Owned Shares only if (i) Optionee has held, and provides appropriate evidence of such, the Previously Owned Shares for more than six months prior to the date of exercise, or (ii) the Previously Owned Shares were acquired by Optionee in an arm's length, open market transaction, or (iii) the Previously Owned Shares consist of a combination of shares meeting the criteria described in either of the immediately preceding clauses (i) and (ii). This period described in clause (i) of the preceding sentence (the "Holding Period") may be extended by the Company acting in its sole discretion as is necessary, in the opinion of the Company, so that, under generally accepted accounting principles, no compensation shall be considered to have been or to be paid to Optionee as a result of the exercise of the Option in this manner. At the time the Option is exercised, Optionee shall provide an affidavit, and such other evidence and documents as the Company shall request, to establish that the requirements of clauses (i), (ii) or (iii) above have been satisfied. As indicated above, Optionee may deliver shares of Common Stock as part of the purchase price only if the Company, in its sole discretion, agrees, on a case by case basis, to permit this form of payment. (b) Optionee also may pay the Option Price by delivering to the Company and to a broker-dealer, which broker-dealer shall be subject to approval by the Option Committee at the Option Committee's sole discretion, a written notice of exercise, in the form prescribed by the Option Committee, together with the Optionee's irrevocable instructions to the broker-dealer to promptly deliver to the Company certified funds representing the Option Price, which certified funds may be the result of the broker-dealer's sale of some or all of the Option Shares received with respect to which the Performance Option or portion is thereby exercised; or (2) A full recourse promissory note bearing interest at a rate as shall then preclude the imputation of interest under the Internal Revenue Code of 1986, as amended, and payable upon exercise such terms as may be prescribed by Pinnacle International. Pinnacle International shall prescribe the form of such note and the security to be given for such note. Notwithstanding the foregoing, no Performance Option may be exercised by delivery of a promissory note or the result of by a loan from Pinnacle International if such loan or other extension of credit is prohibited by law at the broker-dealer time of exercise of this Performance Option or does not comply with the provisions of Regulation G promulgated by the Federal Reserve Board with respect to the Optionee"margin stock" if Pinnacle International and Momentum are then subject to such Regulation.

Payment for Option Shares. If payment for the Option Price is made other than by a method described in Sections 5(a), 5(b) or 5(b5(c), the Option Price shall be paid in cash, certified funds, or Optionee's check. Payment shall be considered made when the Treasurer of the Company receives delivery of the payment at the Company's address, provided that a payment made by check is honored when first presented to the Optionee's bank. Beginning 180 days after the consummation of any firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, (i) for which the aggregate gross proceeds to the Company are not less than fifty million dollars ($50,000,000), (ii) in which each outstanding share of Series B Preferred Stock of the Company converts pursuant to terms thereof into shares of Common Stock that have an aggregate value, based on the price to public in such offering, of at least $7.50 per share, and (iii) pursuant to which shares of Common Stock are authorized and approved for listing on the New York Stock Exchange or admitted to trading and quoted in the Nasdaq National Market system (a "Qualified Public Offering"), payment Payment for the exercise of an Option may be made pursuant to the following methods: (a) If the Option Price of the Option Shares purchased by Optionee at any one time exceeds $1,000, the Company, in its sole discretion, upon request by Optionee, may permit all or part of the Option Price to be paid by delivery to the Company for cancellation shares of Common Stock previously owned by Optionee ("Previously Owned Shares") with a Fair Market Value (as defined in the Plan) as of the date of the payment equal to the portion of the Option Price for the Option Shares that Optionee does not pay in cash. Notwithstanding the above, Optionee may be permitted to exercise the Option by delivering Previously Owned Shares only if (i) Optionee has held, and provides appropriate evidence of such, the Previously Owned Shares for more than six months prior to the date of exercise, or (ii) the Previously Owned Shares were acquired by Optionee in an arm's length, open market transaction, or (iii) the Previously Owned Shares consist of a combination of shares meeting the criteria described in either of the immediately preceding clauses (i) and (ii). This period described in clause (i) of the preceding sentence (the "Holding Period") may be extended by the Company acting in its sole discretion as is necessary, in the opinion of the Company, so that, under generally accepted accounting principles, no compensation shall be considered to have been or to be paid to Optionee as a result of the exercise of the Option in this manner. At the time the Option is exercised, Optionee shall provide an affidavit, and such other evidence and documents as the Company shall request, to establish that the requirements of clauses (i), (ii) or (iii) above have been satisfied. As indicated above, Optionee may deliver shares of Common Stock as part of the purchase price only if the Company, in its sole discretion, agrees, on a case by case basis, to permit this form of payment. (b) Optionee also may pay the Option Price by delivering to the Company and to a broker-dealer, which broker-dealer shall be subject to approval by the Option Committee at the Option Committee's sole discretion, a written notice of exercise, in the form prescribed by the Option Committee, together with the Optionee's irrevocable instructions to the broker-dealer to promptly deliver to the Company certified funds representing the Option Price, which certified funds may be the result of the broker-dealer's sale of some or all of the Option Shares received upon exercise or the result of a loan from the broker-dealer to the Optionee. (c) The Company, in its sole discretion, upon request by Optionee, may permit Optionee to convert a portion of the Option into Option Shares (the "Conversion Shares") in the manner provided in this Section 5(c). In the event that Optionee elects to convert a portion of the Option into Conversion Shares, Optionee shall assign to the Company and convert into Conversion Shares the portion of the Option that represents the right to purchase Option Shares that have an aggregate Option Fair Market Value (determined in accordance with this Section 5(c)) equal to Exercise Price for the Conversion Shares. The Option Fair Market Value on a particular date for each Option Share issuable upon the exercise of the Option shall be equal to the amount by which the Fair Market Value (as determined in accordance with the 2008 Plan) of the Option Share on that date exceeds the Option Price for that Option Share. In order to exercise Optionee's right to convert pursuant to this Section 5(c), Optionee shall deliver to the Company such notices and documents as the Company shall request setting forth the number of Conversion Shares to be issued upon conversion and the number of Option Shares underlying the Option to be surrendered therefor. As indicated above, Optionee may convert a portion of the Options into Conversion Shares only if the Company, in its sole discretion, agrees, on a case by case basis, to permit payment through this conversion.

Payment for Option Shares. If payment for the Option Price is made other than by a method described in Sections 5(a), 5(b) or 5(b5(c), the Option Price shall be paid in cash, certified funds, or Optionee's ’s check. Payment shall be considered made when the Treasurer of the Company receives delivery of the payment at the Company's ’s address, provided that a payment made by check is honored when first presented to the Optionee's ’s bank. Beginning 180 days after the consummation of any firm commitment underwritten offering of Common Stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, (i) for which the aggregate gross proceeds to the Company are not less than fifty million dollars ($50,000,000), (ii) in which each outstanding share of Series B Preferred Stock of the Company converts pursuant to terms thereof into shares of Common Stock that have an aggregate value, based on the price to public in such offering, of at least $7.50 per share, and (iii) pursuant to which shares of Common Stock are authorized and approved for listing on the New York Stock Exchange or admitted to trading and quoted in the Nasdaq National Market system (a "Qualified Public Offering"), payment Payment for the exercise of an Option may be made pursuant to the following methods: (a) If the Option Price of the Option Shares purchased by Optionee at any one time exceeds $1,000, the Company, in its sole discretion, upon request by Optionee, may permit all or part of the Option Price to be paid by delivery to the Company for cancellation shares of Common Stock previously owned by Optionee ("“Previously Owned Shares"”) with a Fair Market Value (as defined in the Plan) as of the date of the payment equal to the portion of the Option Price for the Option Shares that Optionee does not pay in cash. Notwithstanding the above, Optionee may be permitted to exercise the Option by delivering Previously Owned Shares only if (i) Optionee has held, and provides appropriate evidence of such, the Previously Owned Shares for more than six months prior to the date of exercise, or (ii) the Previously Owned Shares were acquired by Optionee in an arm's ’s length, open market transaction, or (iii) the Previously Owned Shares consist of a combination of shares meeting the criteria described in either of the immediately preceding clauses (i) and (ii). This period described in clause (i) of the preceding sentence (the "“Holding Period"”) may be extended by the Company acting in its sole discretion as is necessary, in the opinion of the Company, so that, under generally accepted accounting principles, no compensation shall be considered to have been or to be paid to Optionee as a result of the exercise of the Option in this manner. At the time the Option is exercised, Optionee shall provide an affidavit, and such other evidence and documents as the Company shall request, to establish that the requirements of clauses (i), (ii) or (iii) above have been satisfied. As indicated above, Optionee may deliver shares of Common Stock as part of the purchase price only if the Company, in its sole discretion, agrees, on a case by case basis, to permit this form of payment. (b) Optionee also may pay the Option Price by delivering to the Company and to a broker-dealer, which broker-dealer shall be subject to approval by the Option Committee at the Option Committee's ’s sole discretion, a written notice of exercise, in the form prescribed by the Option Committee, together with the Optionee's ’s irrevocable instructions to the broker-dealer to promptly deliver to the Company certified funds representing the Option Price, which certified funds may be the result of the broker-dealer's ’s sale of some or all of the Option Shares received upon exercise or the result of a loan from the broker-dealer to the Optionee. (c) The Company, in its sole discretion, upon request by Optionee, may permit Optionee to convert a portion of the Option into Option Shares (the “Conversion Shares”) in the manner provided in this Section 5(c). In the event that Optionee elects to convert a portion of the Option into Conversion Shares, Optionee shall assign to the Company and convert into Conversion Shares the portion of the Option that represents the right to purchase Option Shares that have an aggregate Option Fair Market Value (determined in accordance with this Section 5(c)) equal to Exercise Price for the Conversion Shares. The Option Fair Market Value on a particular date for each Option Share issuable upon the exercise of the Option shall be equal to the amount by which the Fair Market Value (as determined in accordance with the 2004 Plan) of the Option Share on that date exceeds the Option Price for that Option Share. In order to exercise Optionee’s right to convert pursuant to this Section 5(c), Optionee shall deliver to the Company such notices and documents as the Company shall request setting forth the number of Conversion Shares to be issued upon conversion and the number of Option Shares underlying the Option to be surrendered therefor. As indicated above, Optionee may convert a portion of the Options into Conversion Shares only if the Company, in its sole discretion, agrees, on a case by case basis, to permit payment through this conversion.