Common use of Payment Upon Exercise Clause in Contracts

Payment Upon Exercise. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (as defined below) (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay the exercise price for the portion of this option being exercised by cancelling a portion of this option for such number of shares as is equal to the exercise price divided by the excess of the Fair Market Value on the date of exercise over the option exercise price per share; (5) to the extent permitted by applicable law and approved by the Board, in its sole discretion, payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.

Payment Upon Exercise. Common Stock Shares in the capital of the Company purchased upon the exercise of this option an Option granted under the Plan shall be paid for as follows: (1a) in cash or by check, payable to the order of the Company; (2b) when shares in the capital of the Company are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or UK equivalent, except as may otherwise be provided in the applicable option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3c) when shares in the capital of the Company are registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares in the capital of Common Stock the Company owned by the Participant valued at their fair market value per share as determined by (as defined belowor in a manner approved by) the Board (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stockshares, if acquired directly from the Company, was were owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4d) to the extent approved by provided for in the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay the exercise price for the portion of this applicable option being exercised by cancelling a portion of this option for such number of shares as is equal to the exercise price divided by the excess of the Fair Market Value on the date of exercise over the option exercise price per share; (5) to the extent permitted by applicable law and agreement or approved by the Board, in its sole discretiondiscretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or (6e) by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.

Payment Upon Exercise. Common Stock Shares purchased upon the exercise of this option the Option shall be paid for as follows: (1i) in cash or by check, payable to the order of the CompanyLydall; (2ii) unless prohibited by the Award Administrator (as defined in Section 10 below), by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company Lydall sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant Recipient to the Company Lydall of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company Lydall cash or a check sufficient to pay the exercise price and any required tax withholding; (3iii) to the extent approved unless prohibited by the Board of Directors of the Company (the “Board”), in its sole discretionAward Administrator, by delivery at the time of exercise (either by actual physical delivery or by attestation) of shares of Common Stock Shares owned by the Participant Recipient valued at their fair market value per share (as defined below) (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common StockShares, if acquired directly from the CompanyLydall, was were owned by the Participant Recipient for such minimum period of time, if any, as may be established by the Board in its discretion Award Administrator, and (iii) such Common Stock is Shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4iv) to the extent approved only if expressly permitted by the Board in its sole discretionAward Administrator, by delivery of a notice of “net exercise,” to the Company, as a result of which the Participant would pay receive (i) the number of Shares underlying the portion of the Option being exercised, less (ii) such number of Shares as is equal to (A) the aggregate exercise price for the portion of this option the Option being exercised by cancelling a portion of this option for such number of shares as is equal to the exercise price divided by the excess of (B) the Fair Market Value on the date of exercise over the option exercise price per shareexercise; (5v) to the extent only if expressly permitted by applicable law and approved the Award Administrator, by the Board, in its sole discretion, payment of such other lawful consideration as the Board Award Administrator may determine; or (6vi) only if expressly permitted by the Award Administrator, by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.

Payment Upon Exercise. Common Stock purchased upon the exercise of this option an Option granted under the Plan shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent provided for in the applicable Option agreement or approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (as defined below) (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay receive the exercise price for number of shares of Common Stock underlying the portion of this option the Option being exercised reduced by cancelling a portion of this option for such the number of shares as is of Common Stock equal to the aggregate exercise price of the portion of the Option being exercised divided by the excess of the Fair Market Value on the date of exercise over the option exercise price per shareexercise; (5) to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.

Payment Upon Exercise. Common Stock purchased upon the exercise of this option Option shall be paid for as follows: (1a) in cash or by check, payable to the order of the Company; (2b) except as may otherwise be approved by the Board, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3c) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (as defined belowvalued in the manner determined by (or in a manner approved by) (“Fair Market Value”the Board), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4d) to the extent approved by the Board in its sole discretionBoard, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay receive (i) the exercise price for number of shares underlying the portion of this option the Option being exercised by cancelling a portion of this option for exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being exercised divided by (B) the excess fair market value of the Fair Market Value Common Stock (valued in the manner determined by (or in a manner approved by) the Board) on the date of exercise over the option exercise price per shareexercise; (5e) to the extent permitted by applicable law and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; provided, however, that in no event may a promissory note of the Participant be used to pay the Option exercise price; or (6f) by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.

Payment Upon Exercise. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1a) in cash or by check, payable to the order of the Company; (2b) except as may otherwise be approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3c) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (as defined below) (“Fair Market Value”)value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its sole discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4d) to the extent approved by the Board Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay receive (i) the number of Shares underlying the portion of the option being exercised, less (ii) such number of Shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised by cancelling a portion of this option for such number of shares as is equal to the exercise price divided by (B) the excess of fair market value (as determined by, or in a manner approved by, the Fair Market Value Board) on the date of exercise over the option exercise price per shareexercise; (5e) to the extent permitted by applicable law and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6f) by any combination of the above permitted forms of payment. Fair Market Value of a share of Common Stock for purposes of this Agreement will be the closing sale price (for the primary trading session) on the date of grant (or other date for which a determination is being made). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A of Code. The Board has sole discretion to determine the Fair Market Value for purposes of this Agreement, and the Board’s determination is conclusive and binding.