Common use of Time and Method of Exercise Clause in Contracts

Time and Method of Exercise. Subject to the terms of Section 4 above, the Option may be exercised at any time, or from time to time, prior to expiration (as defined in Section 3 above), by written notice to the Stock Option Administrator of the Company. Such written notice shall be effective upon receipt by the Stock Option Administrator of the Company and shall be accompanied by: (a) a check, or the equivalent thereof acceptable to the Company in its discretion, for the full Option Price of the number of Shares being purchased; (b) one or more certificates representing a number of Shares which are, in the aggregate, equal in fair market value to the full Option Price for the Shares being purchased, such certificates being duly endorsed (or accompanied by stock powers signed in blank) so as to transfer to the Company all right, title and interest in and to the Shares represented by such certificates; (c) a combination of the forms of payment specified in Section 5(a) and 5(b) above which, in the aggregate, is equal to the full Option Price of the number of Shares being purchased; or (d) where there is a public market for the Shares, by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker to deliver to the Company on the settlement date the amount of sale proceeds necessary to pay the exercise price of the Option. The fair market value of each share of Company stock delivered by the Grantee pursuant to Section 5(b) or 5(c) above shall be as determined by the Committee in good faith based on the best available facts and circumstances at the time; provided, however, that where there is a public market for the stock and the stock is registered under the Securities Exchange Act of 1934, as amended, fair market value shall mean the per share or aggregate value of the stock as of any given date, determined as follows: (i) if the principal trading market for the stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (ii) if the stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. Payment in the form of unrestricted stock delivered pursuant to paragraph 5(b) or 5(c) above (including Company stock acquired in connection with the exercise of an Option), shall be subject to such restrictions as the Committee deems appropriate, including, but not limited to, the requirement that the stock has been owned by the Grantee for the requisite period of time necessary to avoid a charge to the Company's earnings for financial reporting purposes and adverse accounting consequences to the Company with respect to the Option.

Time and Method of Exercise. Subject to The Committee will determine the time or times when an Option will be exercisable by the Participant and will specify such terms in the Award Agreement. The Participant may exercise a vested Option in accordance with the terms of Section 4 abovethe Award Agreement by paying the exercise price of Shares acquired pursuant to an Option, the Option may be exercised at any time, or from time to time, prior to expiration (as defined in Section 3 above), by written notice to the Stock Option Administrator of the Company. Such written notice shall be effective upon receipt extent permitted by the Stock Option Administrator of the Company applicable statutes and shall be accompanied by: regulations, either (a) a checkin cash or by check for immediately available funds at the time the Option is exercised or (b) in the Committee’s discretion, or and upon such terms as the equivalent thereof acceptable Committee approves: (i) by delivery to the Company in its discretionof other Shares, duly endorsed for transfer to the full Option Price Company, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of Shares being purchased; acquired, or by means of attestation whereby the Participant identifies for delivery specific Shares held by the Participant that have a Fair Market Value on the date of attestation equal to the exercise price (bor portion thereof) one or more certificates representing and receives a number of Shares which are, in the aggregate, equal in fair market value to the full Option Price for the Shares being purchased, such certificates being duly endorsed (or accompanied by stock powers signed in blank) so as to transfer to the Company all right, title and interest in and to the Shares represented by such certificates; (c) a combination of the forms of payment specified in Section 5(a) and 5(b) above which, in the aggregate, is equal to the full Option Price of difference between the number of Shares being purchasedthereby purchased and the number of identified attestation Shares (a “Stock for Stock Exchange”); or (dii) where there is a public market during any period for which the SharesShares are readily tradable on an Established Securities Market, by delivering a properly executed copy of instructions to a broker directing such broker to sell the Shares for which such Option is exercised, and to remit to the Company the aggregate exercise price of such Options (a “Cashless Exercise”); (iii) subject to the discretion of the Committee, upon such terms as the Committee shall approve, by notice of exercise including a statement directing the Company to retain such number of Shares from any transfer to the Participant (“Stock Withholding”) that otherwise would have been delivered by the Company upon exercise of the Option having a Fair Market Value equal to the Company and a broker, with irrevocable instructions to the broker to deliver to the Company on the settlement date the amount all or part of sale proceeds necessary to pay the exercise price of such Option exercise, or (iv) in any other form of legal consideration that may be acceptable to the OptionCommittee, including without limitation with a full-recourse promissory note; provided, however, if applicable law requires, the Participant shall pay the par value (if any) of Shares, if newly issued, in cash or cash equivalents. The fair market value interest rate payable under the terms of each share the promissory note may not be less than the minimum rate (if any) necessary to avoid the imputation of Company stock delivered by additional interest under the Grantee pursuant Code. Subject to Section 5(b) or 5(c) above shall be as determined by the foregoing, the Committee (in good faith based on its sole discretion) shall specify the best available facts term, interest rate, amortization requirements (if any) and circumstances other provisions of such note. Unless the Committee determines otherwise, the holder shall pledge to the Company Shares having a Fair Market Value at least equal to the timeprincipal amount of any such loan as security for payment of the unpaid balance of the loan and such pledge must be evidenced by a pledge agreement, the terms of which the Committee shall determine, in its discretion; provided, however, that where there is a public market for the stock each loan must comply with all applicable laws, regulations and the stock is registered under the Securities Exchange Act of 1934, as amended, fair market value shall mean the per share or aggregate value rules of the stock as Board of Governors of the Federal Reserve System and any given date, determined as follows: (i) if other governmental agency having jurisdiction. Unless the principal trading market for the stock is a national securities exchange or the Nasdaq National MarketCommittee determines otherwise, the last reported sale purchase price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (ii) if the stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. Payment in the form of unrestricted stock delivered Shares acquired pursuant to paragraph 5(ban Option that is paid by delivery (or attestation) to the Company of other Shares acquired, directly or 5(c) above (including indirectly from the Company, will be paid only by Shares of the Company stock acquired in connection with the exercise of an Option), shall be subject to such restrictions as the Committee deems appropriate, including, but not limited to, the requirement that the stock has have been owned by the Grantee held for the requisite any period of time necessary as may be required to avoid a charge to the Company's earnings for financial reporting purposes and adverse accounting consequences to purposes. Notwithstanding the foregoing, during any period for which the Company has any class of its securities listed on a national securities exchange in the United States, has securities registered under Section 12 of the Exchange Act, is required to file reports under Section 13(a) or 15(d) of the Exchange Act, or has a registration statement pending under the Exchange Act, an exercise with a promissory note or other transaction by a Participant that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit that is prohibited by Section 402(a) of the Xxxxxxxx-Xxxxx Act (codified as Section 13(k) of the Exchange Act) is prohibited with respect to any Option under the Option.Plan. Unless otherwise provided in the terms of an Award Agreement, payment of the exercise price by a Participant who is subject to Section 16 of the Exchange Act (including any officer, Director, or any individual who beneficially owns, directly or indirectly, more than 10% of any class of Table of Contents any equity security of the Company (other than an exempted security) that is registered pursuant to Section 12 of the Exchange Act) in the form of a Stock for Stock Exchange is subject to pre-approval by the Committee, in its sole discretion. The Committee shall document any such pre-approval in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Options involved in the transaction

Time and Method of Exercise. Subject to the terms of Section 4 abovehereof, the Option may be exercised at any a time, or from time to time, in whole or in part, prior to expiration (as defined in Section 3 abovehereof), by written notice to the Company in the form prescribed by the Committee, stating the number of shares of Company Stock with respect to which the Option Administrator is being exercised. Such notice may instruct the Company to deliver shares of Company Stock due upon the exercise to any registered broker or dealer designated by the Company in lieu of delivery to the Grantee. Such instructions must designate the account into which the shares of Company Stock are to be deposited. The Option Purchase Price may be satisfied through any of the Company. Such written notice shall be effective upon receipt by the Stock Option Administrator of the Company and shall be accompanied byfollowing methods: (a) by delivery of a check, or the equivalent thereof acceptable to the Company in its discretion, Committee for the full Option Purchase Price of the number of Shares shares of Company Stock being purchasedpurchased and any tax withholding required in connection with such exercise; (b) subject to the consent of the Committee, by delivery of one or more certificates representing a number of Shares shares of Company Stock which are, in the aggregate, equal in fair market value Fair Market Value to the full Option Purchase Price for of the Shares number of shares of Company Stock being purchasedpurchased and any tax withholding required in connection with such exercise, such certificates having been held by the Grantee for the period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and being duly endorsed (or accompanied by an executed stock powers signed in blankpower) so as to transfer to the Company all right, title and interest in and to the Shares shares of Company Stock represented by such certificates; (c) subject to the consent of the Committee, by delivery of a combination of the forms of payment specified in Section 5(a(a) and 5(b(b) above hereof which, in the aggregate, is equal to the full Option Purchase Price of the number of Shares shares of Company Stock being purchasedpurchased and any tax withholding required in connection with such exercise; or (d) where there subject to the consent of the Committee, through a “net cashless exercise” procedure whereby the Option Purchase Price and/or any required tax withholding may be satisfied by a reduction in the number of shares of Company Stock issued upon exercise. In that case, the number of shares of Company Stock issued upon exercise will be equal to: (a) the product of (i) the number of shares of Company Stock as to which the Option is a public market for then being exercised, and (ii) the Sharesdifference between (A) the Fair Market Value on the date of exercise, and (B) the Option Purchase Price and/or any required tax withholding associated with the exercise, divided by delivering a properly executed notice (b) the Fair Market Value on the date of exercise. A number of shares of Company Stock equal to the difference between the number of shares of Company Stock as to which the Option is then being exercised and the number of shares of Company Stock actually issued upon such exercise will be deemed to have been retained by the Company in satisfaction of the Option to the Company and a broker, with irrevocable instructions to the broker to deliver to the Company on the settlement date the amount of sale proceeds necessary to pay the exercise price of the Option. The fair market value of each share of Company stock delivered by the Grantee pursuant to Section 5(b) or 5(c) above shall be as determined by the Committee in good faith based on the best available facts and circumstances at the time; provided, however, that where there is a public market for the stock and the stock is registered under the Securities Exchange Act of 1934, as amended, fair market value shall mean the per share or aggregate value of the stock as of Purchase Price and/or any given date, determined as follows: (i) if the principal trading market for the stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (ii) if the stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Committee determines. Payment in the form of unrestricted stock delivered pursuant to paragraph 5(b) or 5(c) above (including Company stock acquired in connection with the exercise of an Option), shall be subject to such restrictions as the Committee deems appropriate, including, but not limited to, the requirement that the stock has been owned by the Grantee for the requisite period of time necessary to avoid a charge to the Company's earnings for financial reporting purposes and adverse accounting consequences to the Company with respect to the Optionrequired tax withholding.