Procedure to Exercise. The Optionee (or other person entitled to exercise this Option) shall purchase shares of stock of the Company subject hereto by the payment to the Company of the purchase price in full and the amount of withholding tax due, if any, upon the exercise of this Option as follows: (i) via personal check, bank draft, money order, certified check, or cashier’s check payable to the order of the Company or by money transfers or direct account debits; (ii)through the delivery or deemed delivery based on attestation to the ownership of Previously Acquired Shares (i.e., shares owned by the Optionee for not less than 6 months) of Common Stock with a Fair Market Value equal to the total payment due from the Participant, or delivery by the Participant of a written attestation of the same; (iii) through the delivery of shares of Common Stock otherwise deliverable upon exercise, if such withholding will not result in additional accounting expense to the Company as determined in the discretion of the Committee; or (iv) a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares of Common Stock equal to the exercise price and any applicable withholding taxes. Any withholding tax due upon exercise of this Option shall be, and shall remain, the responsibility of the Optionee (or such Optionee’s estate or representative). This Option may be exercised from time to time by written notice to the Company stating the full number of shares to be purchased and the time and delivery thereof, which shall be at least fifteen days after the giving of notice unless an earlier date shall have been agreed upon between the Optionee (or other person entitled to exercise this Option) and the Company, accompanied by full payment for the shares as described in the first sentence of this Section 9. The Company will, as soon as is reasonably possible, notify the Optionee (or such Optionee’s representative) of the amount of withholding tax, if any, that must be paid under federal, state and local law due to the exercise of this Option. The Company shall have no obligation to deliver certificates for the shares purchased until the Optionee (or such Optionee’s representative) pays to the Company the purchase price in full and the amount of withholding tax specified in the Company’s notice as described in this Section 9 by payment terms set forth in the first sentence of this Section 9. At the time of delivery, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this option) deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law.
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Procedure to Exercise. The Optionee (or other person entitled to exercise this Option) shall purchase shares of stock of the Company subject hereto by the payment to the Company of the purchase price in full and the amount of employment tax and withholding tax due, if any, upon the exercise of this Option as follows: (i) via personal by certified or official bank check, bank draft(ii) if so permitted by the Company, money order, certified check, or cashier’s check payable to the order of the Company or by money transfers or direct account debits; (ii)through the delivery or deemed delivery based on attestation to the ownership of Previously Acquired Shares (i.e., shares owned by the Optionee for not less than 6 months) of Common Stock with a Fair Market Value equal to the total payment due from the Participant, or delivery by the Participant of a written attestation of the same; (iii) through the delivery number of shares of Common Stock otherwise deliverable upon exercise, (plus cash if such withholding will not result in additional accounting expense necessary) having a fair market value equal to the Company as determined in the discretion of the Committee; or (iv) a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale such purchase price and employment and withholding tax, or (iii) by delivery of shares of Common Stock equal the equivalent thereof acceptable to the exercise price and any applicable withholding taxesCompany. Any employment or withholding tax due upon exercise of this Option shall be, and shall remain, the responsibility of the Optionee (or such Optionee’s 's estate or representative). This Option may be exercised from time to time by written notice to the Company stating the full number of shares to be purchased and the time and delivery thereof, which shall be at least fifteen days after the giving of notice unless an earlier date shall have been agreed upon between the Optionee (or other person entitled to exercise this Option) and the Company, accompanied by full payment for the shares as described in the first sentence of this Section 98. The Company will, as soon as is reasonably possible, notify the Optionee (or such Optionee’s 's representative) of the amount of employment tax and other withholding tax, if any, that must be paid under federal, state and local law due to the exercise of this Option. The Company shall have no obligation to deliver certificates for the shares purchased until the Optionee (or such Optionee’s 's representative) pays to the Company the purchase price in full and the amount of employment tax and withholding tax specified in the Company’s 's notice as described in this Section 9 8 by payment terms set forth in the first sentence of this Section 98. At the time of delivery, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this option) deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law. The foregoing notwithstanding, the Optionee may elect to exercise the Option by a "cashless exercise" with a broker or by surrendering the Option in exchange for an amount, payable (at Optionee's election) in cash or shares of Common Stock (except for fractional shares which shall be paid in cash) valued at Fair Market Value as of the date of such surrender, that is equal to the difference between (i) the aggregate Fair Market Value of the shares subject to the portion of the Option being exercised, minus (ii) the total exercise price for the portion of the Option being exercised. Withholding obligations as a result of such surrender of the Option shall be satisfied by any lawful means approved by the Committee and agreed to with Optionee at or prior to the time of surrender. This alternative exercise procedure shall apply only to that portion of the Option that is not exercised as an "incentive stock option" within the meaning of Section 422 of the Code.
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Samples: Stock Option Agreement (Millers Mutual Fire Insurance Co)
Procedure to Exercise. The Optionee (or other person entitled to exercise this Option) shall purchase shares of stock of the Company subject hereto by the payment to the Company of the purchase price in full and the amount of withholding tax due, if any, upon the exercise of this Option as follows: (i) via personal by certified or official bank check, bank draft, money order, certified check, or cashier’s check payable to the order of the Company or by money transfers or direct account debits; (ii)through the delivery or deemed delivery based on attestation to the ownership of Previously Acquired Shares (i.e., shares owned by the Optionee for not less than 6 months) of Common Stock with a Fair Market Value equal to the total payment due from the Participant, or delivery by the Participant of a written attestation of the same; (iii) through the delivery of shares of Common Stock otherwise deliverable upon exercise, if such withholding will not result in additional accounting expense to the Company as determined in the discretion of the Committee; or (iv) a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares of Common Stock equal to the exercise price and any applicable withholding taxes. Any withholding tax due upon exercise of this Option shall be, and shall remain, the responsibility of the Optionee (or such Optionee’s 's estate or representative). This Option may be exercised from time to time by written notice to the Company stating the full number of shares to be purchased and the time and delivery thereof, which shall be at least fifteen days after the giving of notice unless an earlier date shall have been agreed upon between the Optionee (or other person entitled to exercise this Option) and the Company, accompanied by full payment for the shares as described in the first sentence of this Section 97. The Company will, as soon as is reasonably possible, notify the Optionee (or such Optionee’s 's representative) of the amount of withholding tax, if any, that must be paid under federal, state and local law due to the exercise of this Option. The Company shall have no obligation to deliver certificates for the shares purchased until the Optionee (or such Optionee’s 's representative) pays to the Company the purchase price in full and the amount of withholding tax specified in the Company’s 's notice as described in this Section 9 7 by payment terms set forth in the first sentence of this Section 97. At the time of delivery, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this option) deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law.
Appears in 1 contract
Samples: Stock Option Agreement (Clark Inc)
Procedure to Exercise. The Optionee (or other person entitled to exercise this Option) shall purchase shares of stock of the Company subject hereto by the payment to the Company of the purchase price in full and the amount of employment tax and withholding tax due, if any, upon the exercise of this Option as follows: (i) via personal check, bank draft, money order, certified check, or cashier’s check payable to the order of the Company or by money transfers or direct account debits; (ii)through the delivery or deemed delivery based on attestation to the ownership of Previously Acquired Shares (i.e., shares owned by the Optionee for not less than 6 months) of Common Stock with a Fair Market Value equal to the total payment due from the Participant, or delivery by the Participant of a written attestation of the same; (iii) through the delivery of shares of Common Stock otherwise deliverable upon exercise, if such withholding will not result in additional accounting expense to the Company as determined in the discretion of the Committee; or (iv) a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares of Common Stock equal to the exercise price and any applicable withholding taxes. Any employment or withholding tax due upon exercise of this Option shall be, and shall remain, the responsibility of the Optionee (or such Optionee’s estate or representative). This Option may be exercised from time to time by written notice to the Company stating the full number of shares to be purchased and the time and delivery thereof, which shall be at least fifteen days after the giving of notice unless an earlier date shall have been agreed upon between the Optionee (or other person entitled to exercise this Option) and the Company, accompanied by full payment for the shares as described in the first sentence of this Section 910. The Company will, as soon as is reasonably possible, notify the Optionee (or such Optionee’s representative) of the amount of employment tax and other withholding tax, if any, that must be paid under federal, state and local law due to the exercise of this Option. The Company shall have no obligation to deliver certificates for the shares purchased until the Optionee (or such Optionee’s representative) pays to the Company the purchase price in full and the amount of employment tax and withholding tax specified in the Company’s notice as described in this Section 9 10 by payment terms set forth in the first sentence of this Section 910. At the time of delivery, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this option) deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law.
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Procedure to Exercise. The Optionee (or other person entitled to exercise this Option) shall purchase shares of stock of the Company subject hereto by the payment to the Company of the purchase price in full and the amount of employment tax and withholding tax due, if any, upon the exercise of this Option as follows: (i) via personal by certified or official bank check, bank draft, money order, certified check, or cashier’s check payable to the order of the Company or by money transfers or direct account debits; (ii)through the delivery or deemed delivery based on attestation to the ownership of Previously Acquired Shares (i.e., shares owned by the Optionee for not less than 6 months) of Common Stock with a Fair Market Value equal to the total payment due from the Participant, or delivery by the Participant of a written attestation of the same; (iii) through the delivery of shares of Common Stock otherwise deliverable upon exercise, if such withholding will not result in additional accounting expense to the Company as determined in the discretion of the Committee; or (iv) a copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares of Common Stock equal to the exercise price and any applicable withholding taxes. Any employment or withholding tax due upon exercise of this Option shall be, and shall remain, the responsibility of the Optionee (or such Optionee’s 's estate or representative). This Option may be exercised from time to time by written notice to the Company stating the full number of shares to be purchased and the time and delivery thereof, which shall be at least fifteen days after the giving of notice unless an earlier date shall have been agreed upon between the Optionee (or other person entitled to exercise this Option) and the Company, accompanied by full payment for the shares as described in the first sentence of this Section 910. The Company will, as soon as is reasonably possible, notify the Optionee (or such Optionee’s 's representative) of the amount of employment tax and other withholding tax, if any, that must be paid under federal, state and local law due to the exercise of this Option. The Company shall have no obligation to deliver certificates for the shares purchased until the Optionee (or such Optionee’s 's representative) pays to the Company the purchase price in full and the amount of employment tax and withholding tax specified in the Company’s 's notice as described in this Section 9 10 by payment terms set forth in the first sentence of this Section 910. At the time of delivery, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this option) deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law.
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