Common use of Vesting Exercise Clause in Contracts

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The [Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Subject to Section 3(b), [the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with Section 4 and the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a [four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as shall vest and become exercisable: (i) with respect to 25% of the Closing shares of Common Stock underlying the Option, on the date of the first anniversary of the Grant Date; and (ii) with respect to the remaining shares of Common Stock underlying the Option, in equal monthly installments thereafter, such that 100% of the Option will have become vested on the date of the fourth anniversary of the Grant Date; provided, with respect to each vesting date, that the Participant has not experienced a Termination prior to such date. There shall be no proportionate or partial vesting in the periods prior to each vesting date. (b) The Subject to Section 3(e), to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding ; provided, however, unless otherwise permitted by the foregoingCommittee, the Participant Option may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not only be so registered or exempt and otherwise in compliance with such laws and regulationsexercised within a Quarterly Exercise Period. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by this Agreement or otherwise by the Committee which shall set Committee, setting forth the terms of the exercise, certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any rights of first refusal, drag along rights, tag along rights, transfer restrictions and registration rights;; and (iiiii) remit the aggregate Exercise Price to the Company in full, payable in the manner determined by the Company from time to time in its sole discretion: (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) by a “net exercise” under which the Company reduces the number of shares of Common Stock issued upon exercise by the number of shares of Common Stock with an aggregate Fair Market Value that equals the aggregate Exercise Price of all shares of Common Stock being exercised under the Option; or (BC) on such other terms and conditions as may be acceptable to the Committee; and. (ivd) pay If at any time counsel to the Company shall be of the opinion that any sale or provide for all applicable withholding taxes in respect delivery of shares of Common Stock pursuant to the exercise of the Option, Option is or may in the circumstances constitute a violation by (x) remitting the aggregate amount of such taxes to Participant or the Company of any provisions of any law or of any regulations of any governmental authority or result in fullthe imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise with respect to shares of Common Stock, and the right to exercise the Option shall be suspended until, in cash the opinion of said counsel, such sale or by check, bank draft delivery will not result in the violation of any provisions of any law or money order payable to the order of any regulation of any governmental authority or imposition of excise taxes on the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The [Subject to Section 3(b), the Option is fully vested as shall vest and become exercisable over a four-year period commencing on the Vesting Commencement Date, with 25% of the Closing Option vesting on the one-year anniversary of the Vesting Commencement Date, and the remainder of the Option vesting in 36 equal installments beginning on the date that is the one-month anniversary of such one-year anniversary date, and each one-month anniversary date thereafter; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date.] (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with Section 4 and the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.I. (ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Stockholder Agreements) which shall may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; andCommittee (including, without limitation, making arrangements with the Company to have such Exercise Price withheld from other compensation). (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee. (d) The Participant will be entitled to receive a loan from the Company or one of its subsidiaries in connection with the exercise of the Option to the extent provided, and subject to the terms and conditions, in Section 3.5(b) of the Employment Agreement between the Participant and the Company, dated November 15, 2012.

Vesting Exercise. (a) The Option is fully vested as shall vest and become exercisable on the dates and in the cumulative percentages provided in the table below, provided, with respect to each vesting date, that the Participant has not experienced a Termination prior to such date. There shall be no proportionate or partial vesting in the periods prior to each vesting date. Grant Date [•] % First Anniversary of Grant Date [•] % Second Anniversary of Grant Date [•] % Third Anniversary of Grant Date [•] % Fourth Anniversary of Grant Date [•] % Fifth Anniversary of the Closing Date.Grant Date [•] % (b) The To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;, and (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and. (ivd) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (xi) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (yii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the ParticipantSubject to Section 3(f), in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability 50% of the shares of Common Stock acquired subject to the Option shall vest and become exercisable upon exercisethe consummation of a Change in Control, a right of first refusal or a right of first offer if and only if the Change in Control Price Per Share Threshold is met, subject to the Participant’s continued employment through such Change in Control (the portion of the Company Option described in in this Section 3(a), the “Performance-Vesting Portion”); provided, however, if the Participant experiences a Termination without Cause or for Good Reason and other Persons with respect to sharesa Change in Control occurs within six (6) months after such Termination, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price applicable percentage of shares of Common Stock subject to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms Option shall vest and conditions as may be acceptable to the Committee; and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensationbecome exercisable, to the extent permitted by that such Shares would have vested as of the CommitteeChange in Control pursuant to this Section 3(a) had the Termination occurred on the date of the Change in Control. Any of the Performance-Vesting Portion that does not vest in connection with a Change in Control shall terminate and shall not be exercisable immediately after such Change in Control; provided, that if in connection with such Change in Control, with respect to the Common Stock, there is contingent right to receive cash and/or equity on or at a future date or time under Section 3(d)(i)(C), then the Performance-Vesting Portion that is unvested as of the date of such Change in Control shall remain outstanding and eligible to become vested solely upon any applicable Contingent Right Payment Date with respect to such contingent right in accordance with the performance criteria set forth in this Section 3(a) through the final applicable Contingent Right Payment Date, subject to the Participant’s continued employment with any of the Company Entities through the applicable Contingent Right Payment Date; the Performance-Vesting Portion that remains unvested as of the final Contingent Right Payment Date shall be forfeited immediately following such Contingent Right Payment Date. Notwithstanding the foregoing in this Section 3(a), if a Participant experiences a Termination without Cause or for Good Reason, in each case, following a Change in Control, and in connection with such Change in Control, the Common Stock received a contingent right to receive cash and/or equity on or at a future date or time under Section 3(d)(i)(C) and the final Contingent Right Payment Date with respect to such contingent right has not occurred as of such Termination, then the Performance-Vesting Portion that is unvested as of the date of Termination shall remain outstanding and eligible to become vested solely upon any applicable Contingent Right Payment Date with respect to such contingent right in accordance with the performance criteria set forth in this Section 3(a) through the final applicable Contingent Right Payment Date; the Performance-Vesting Portion that remains unvested as of the final Contingent Right Payment Date shall be forfeited immediately following such Contingent Right Payment Date. Upon any Termination following a Change in Control that is not described in the immediately preceding sentence, the Performance-Based Portion that is unvested as of the date of Termination shall be forfeited immediately following such Termination. (b) Notwithstanding the foregoing in Section 3(a), in the event of an IPO, the vesting of the Performance Vesting Portion will accelerate as follows: if an IPO occurs one year or more after the Grant Date, 12.5% of the shares of Common Stock subject to the Option shall vest, and if an IPO occurs more than one year after the Grant Date, an additional 3.125% of the shares of Common Stock subject to the Option shall vest on the first day of each such calendar quarter which is after one year after the Grant Date. The vesting of any portion of the PerformanceVesting Portion that did not vest on an IPO, shall instead vest as provided in Section 3(e) for the Time-Vested Portion, with vesting measured from the Grant Date; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date. (c) Unless an employment or similar agreement between the Participant and the Company is in place otherwise providing a definition, which definition shall control for these purposes, for purposes hereunder, “Good Reason” shall mean the occurrence of any of the following events, without the prior written consent of the Participant:

Vesting Exercise. (a) The Option is fully vested as of the Closing Date. (b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. (c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must: (i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A. (ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights; (iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) by means of a “net exercise” whereby the number of shares otherwise deliverable upon exercise is reduced by that number of shares of Common Stock whose aggregate Net Exercise Value (as defined below) is equal to the exercise price; or (BC) on such other terms and conditions as may be acceptable to the Committee. “Net Exercise Value” per share of Common Stock means the lesser of (x) the fair market value of the stock underlying the Option as of the exercise date and (y) $1,000.00 (subject to adjustment for any stock splits, stock dividends, recapitalizations or similar transactions); and (iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.