Common use of Reload Option Rights Clause in Contracts

Reload Option Rights. 6.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire at the close of business on the expiration date of this Option set forth in Section 3.1 above; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 If a Reload Option is granted, the Optionee further understands and agrees that certificates or book-entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Agreement in substantially the form attached hereto as Exhibit 1, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 Notwithstanding any provisions of this Section 6 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 6. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.

Reload Option Rights. 6.1 5.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 5.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire shall terminate at the close of business on the expiration date of this Option set forth in Section 3.1 above2.1 above and as provided in Section 3 above upon any earlier termination of employment; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 5.3 If a Reload Option is granted, the Optionee further understands and agrees that certificates or book-book entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 5.4 Notwithstanding any other provision hereof, such Reload Option shall automatically become fully exercisable immediately upon the occurrence of a “Change in Control Event,” as defined in the Plan. 5.5 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Reload Option Agreement in substantially the form attached hereto as Exhibit 1of this Agreement except without the Reload Option Rights contained in this Section 5, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement Agreement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 5.6 Notwithstanding any provisions of this Section 6 5 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 65. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.

Reload Option Rights. 6.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire at the close of business on the expiration date of this Option set forth in Section 3.1 above; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 If a Reload Option is granted, the Optionee further understands and agrees that certificates or book-entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 Notwithstanding any other provision hereof, such Reload Option shall become fully exercisable immediately and automatically upon the occurrence of a “Change in Control Event,” as defined in the Plan. 6.5 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Agreement in substantially the form attached hereto as Exhibit 1, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 6.6 Notwithstanding any provisions of this Section 6 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 6. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.

Reload Option Rights. 6.1 5.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 5.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire shall terminate at the close of business on the expiration date of this Option set forth in Section 3.1 above2.1 above and as provided in Section 3 above upon any earlier termination of employment; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 5.3 If a Reload Option is granted, the Optionee further understands and agrees that certificates or book-entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 5.4 Notwithstanding any other provision hereof, such Reload Option shall become fully exercisable immediately and automatically upon the occurrence of a “Change in Control Event,” as defined in the Plan. 5.5 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Reload Option Agreement in substantially the form attached hereto as Exhibit 1of this Agreement except without the Reload Option Rights contained in this Section 5, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement Agreement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 5.6 Notwithstanding any provisions of this Section 6 5 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 65. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.

Reload Option Rights. 6.1 5.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 5.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire shall terminate at the close of business on the expiration date of this Option set forth in Section 3.1 above2.1 above and as provided in Section 3 above upon any earlier termination of employment; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 If a Reload Option is granted, the 5.3 The Optionee further understands and agrees that certificates or book-entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 5.4 Notwithstanding any other provision hereof, such Reload Option shall become fully exercisable immediately and automatically upon the occurrence of a “Change in Control Event,” as defined in the Plan. 5.5 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Reload Option Agreement in substantially the form attached hereto as Exhibit 1of this Agreement except without the Reload Option Rights contained in this Section 5, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement Agreement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 5.6 Notwithstanding any provisions of this Section 6 5 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 65. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.

Reload Option Rights. 6.1 If the Optionee shall, during employment by the Corporation, exercise this Option by paying the exercise price and/or withholding taxes due on exercise in whole or in part by delivering to the Corporation shares of Common Stock or by directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), then on the date of such exercise the Optionee shall automatically, and without necessity of further action by the Corporation, be granted a new nonstatutory stock option (a “Reload Option”) (a) for a number of shares of Common Stock equal to the aggregate number of full shares of Common Stock delivered or withheld on exercise in payment of the exercise price and in satisfaction of the aggregate of the minimum statutory state, local and federal withholding taxes due from the Optionee to the Corporation on the exercise, and (b) having an option exercise price per share equal to 100% of the Fair Market Value per share of the Common Stock on such date of grant; provided, however, that such exercise occurs at a time when the Fair Market Value of the Common Stock exceeds the exercise price of this Option by 25 percent or more. 6.2 Any such Reload Option granted hereunder shall become exercisable on the date three years after its date of grant and will expire at the close of business on the expiration date of this Option set forth in Section 3.1 above; provided, however, that such Reload Option will be terminated on such date prior to the date three years from the date of grant that any shares received upon exercise of this Option (the “Support Shares”) are sold or otherwise transferred or disposed of by the Optionee, except to the extent such Support Shares are sold within 10 days of the exercise of this Option to pay additional taxes related to such exercise or are replaced with the same number of shares of Common Stock owned by the Optionee. 6.3 If a Reload Option is granted, the Optionee further understands and agrees that certificates or book-entries evidencing all Support Shares received upon exercise of this Option shall be held in custody by Mellon Bank, N.A. for the account of the Optionee until the date three years from the date of grant of the Reload Option. While such Support Shares are held in custody, the Optionee shall be entitled to all benefits of ownership of such shares, including the right to vote such shares and to receive all dividends payable thereon. 6.4 The grant of a Reload Option and its acceptance by the Optionee shall be confirmed by the execution and delivery by the Corporation and the Optionee of a Supplement to this Agreement in substantially the form attached hereto as Exhibit 1, and any Reload Option will be deemed to be canceled and be void if the Optionee fails to execute and return the signed Supplement to the Corporation within 60 days after being requested to do so by the Corporation. 6.5 Notwithstanding any provisions of this Section 6 regarding the grant of Reload Options, to the extent that any change in the accounting treatment of reload options will cause such options to have an adverse impact on the Corporation’s earnings, the Human Resources Committee of the Board of Directors shall have the discretion to cancel the reload option right set forth in this Section 6. Any determination in this connection by the Human Resources Committee shall be final, binding and conclusive.