Common use of How Option May Be Exercised Clause in Contracts

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriate. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option shall have none of the rights of a stockholder with respect to shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this option.

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, offices signifying your election to exercise the this option. The notice must state the number of shares of Common Stock as to which your option is being exercisedpurchased, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement registration statement covering the shares purchased purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company payment as set forth in Section 5 hereof for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding anything herein to the foregoingcontrary, this option may also not be exercised pursuant to for less than fifty thousand shares at any one time (or the following "cashless exercise" provision. In lieu of paying for the remaining shares then purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this optionif less than fifty thousand). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriate. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934Act, The Nasdaq National Market or any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchangethereon. Further, in the event a registration statement relating to the shares of Common Stock purchasable upon exercise of this option has been declared effective by the Securities and Exchange Commission, you agree by accepting this option to refrain from selling or offering to sell any of the shares of Common Stock purchasable hereunder for such reasonable period of time after the effective date of a registration statement relating to an underwritten offering of securities of the Company as may be requested by the managing underwriter of such underwritten offering and approved by the Company's Board of Directors. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option option, shall have none of the rights of a stockholder shareholder with respect to the shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable purchasable upon exercise of this option.

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchased purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be purchased unless exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriate. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate certification for such shares, you or such other person as may be entitled to exercise this option shall have none of the rights of a stockholder with respect to shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this option.

How Option May Be Exercised. This option Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of shares of Class A Common Stock as to which your option Option is being exercisedexercised and must be accompanied by cash, shares of Class A Common Stock already owned by you (the value of such stock shall be its fair market value on the date of exercise as determined under Paragraph 6(a) of the Plan), or any combination thereof. Any shares of Class A Common Stock delivered in satisfaction of all or any portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No shares of Class A Common Stock shall be issued until full payment therefor has been made. The Company shall prepare and file with the Securities and Exchange Commission a Registration Statement on Form S-8 under the Securities Act of 1933 covering shares issuable pursuant to the terms of the Plan. The Company will endeavor to keep such registration statement effective at all times that this Agreement is outstanding, but in the event that such registration statement is not effective at the time of exercise, your written notice of exercise to the Company must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriateresale. If notice of the exercise of this option Option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this optionOption, the submission to the Company of appropriate proof of the right of such person or persons to exercise this optionOption. Certificates for the shares of the Class A Common Stock so purchased hereunder will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock national securities exchange on or automated quotation system upon which the Company's shares of Class A Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the date of issuance of the certificate for such sharesshares to you (or any person succeeding to your rights pursuant to the Plan), you (or such other person person, as the case may be entitled to exercise this option be) shall have none of the no rights of as a stockholder with respect to any shares of Class A Common Stock subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement registration statement covering the shares purchased purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding ; provided, however, with the foregoingconsent of the Board or such officer of the Company as may be authorized by the Board from time to time, this option the purchase price and such amount, if any, as is required for withholding taxes may also be exercised pursuant to paid by the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares surrender of Common Stock with in good form for transfer owned by the person exercising the Option and having a fair market Fair Market value (as defined in the Plan) on the date of exercise equal to the full purchase price and such amount, if any, as is required for withholding taxes, or in any combination of cash and Common Stock so long as the total of the shares being purchased under this option, or (ii) request that cash so paid and the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price Fair Market Value of the Common Stock on The Nasdaq Stock Market orequals the purchase price and such amount, if any, as is required for withholding taxes, and the Common Stock is not then traded on The Nasdaq Stock Marketso surrendered, such national securities exchange on which if originally issued to you upon exercise of an option granted by the Company, shall have been held by you for more than six (6) months. Any Common Stock is then tradeddelivered in satisfaction of all or any portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No shares shall be issued until full payment therefor has been made, on and any withholding obligation of the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriateCompany has been satisfied. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option option, shall have none of the rights of a stockholder with respect to shares subject to this option. The Company You shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to promptly advise the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for sale of shares of Common Stock issuable issued upon exercise of this optionoption which occurs within one year from the date of the exercise of this option relating to the issuance of such shares.

How Option May Be Exercised. This option Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of Common Shares as to which your Option is being exercised and must be accompanied by cash, shares of Common Stock, or any combination thereof, or other payment in such form as the Committee may determine in its discretion, for (i) the full purchase price of the shares being acquired at the time of exercise plus (ii) such amount as is required for withholding taxes. Any shares of Common Stock as delivered to which the Company in satisfaction of all or any portion of such purchase price or withholding taxes shall be appropriately endorsed for transfer and assignment to the Company. In all events (including any "cashless exercise" procedure) no share shall be issued upon an Option exercise until full payment therefor has been delivered to and received by the Company. The Company shall prepare and file or has filed with the Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933 with respect to the Plan and the Common Shares underlying the Option covered by this Agreement. The Company will endeavor to keep such registration statement effective at all times that this Agreement is outstanding, but in the event that the Company notifies you that such registration statement is not effective at the time of exercise, your option is being exercised, written notice of exercise to the Company must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment only and not with a view to their distribution or resale (unless resale, and you agree to refrain from sales of Common Shares until such time as the Company advises you that such registration statement has become effective. You agree that any such sales will be effected by means of a Registration Statement covering broker’s transaction using the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order facilities of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of stock exchange where the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not Shares are then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriatelisted. If a person or persons other than you give notice of the exercise of this option is given Option, and provided notice of exercise by a such person or persons other than youis permitted under the Plan, then the Company may require, as a condition to the exercise of this option, require the submission to the Company of appropriate proof of the right authority of such person or persons to exercise this optionOption. Certificates for shares of the Common Stock so Shares purchased or issued hereunder will be issued as soon as practicable, unless such Common Shares shall be uncertificated. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock Shares may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said such stock exchange. Until the date of issuance of such shares to you (or any person succeeding to your rights pursuant to the certificate for such sharesPlan), you (or such other person person, as the case may be entitled to exercise this option be) shall have none of the no rights of as a stockholder with respect to shares any Common Shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.

How Option May Be Exercised. This option Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of Common Shares as to which your Option is being exercised and must be accompanied by cash, shares of Common Stock, or any combination thereof, or other payment in such form as the Committee may determine in its discretion, for such amount (i) as is required for withholding taxes plus (ii) where the Company does not concurrently exercise its SAR with respect to such Option exercise, the full purchase price of the shares being acquired at the time of exercise. Any shares of Common Stock as delivered to which the Company in satisfaction of all or any portion of such withholding taxes or purchase price shall be appropriately endorsed for transfer and assignment to the Company. In all events (including any “cashless exercise” procedure) no share shall be issued upon an Option exercise until full payment therefor has been delivered to and received by the Company. The Company shall prepare and file with the Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933 with respect to the Plan and the Common Shares underlying the Option covered by this Agreement. The Company will endeavor to keep such registration statement effective at all times that this Agreement is outstanding, but in the event that such registration statement is not effective at the time of exercise, your option is being exercised, written notice of exercise to the Company must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment only and not with a view to their distribution or resale (unless resale, and the undersigned agrees to refrain from sales of Common Shares until such time as the Company advises her that such registration statement has become effective. The undersigned agrees that any such sales will be effected by means of a Registration Statement covering broker’s transaction using the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order facilities of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of stock exchange where the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not Shares are then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriatelisted. If a person or persons other than you give notice of the exercise of this option is given Option, and provided notice of exercise by a such person or persons other than youis permitted under the Plan, then the Company may require, as a condition to the exercise of this option, require the submission to the Company of appropriate proof of the right authority of such person or persons to exercise this optionOption. Certificates for shares of the Common Stock so Shares purchased or issued hereunder will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's ’s Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said such stock exchange. Until the date of issuance of the certificate for such sharesshares to you (or any person succeeding to your rights pursuant to the Plan), you (or such other person person, as the case may be entitled to exercise this option be) shall have none of the no rights of as a stockholder with respect to shares any Common Shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.

How Option May Be Exercised. This option Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of shares of Common Stock Shares (as such term is defined in the Plan) as to which your option Option is being exercisedexercised and must be accompanied by cash, Common Shares, or any combination thereof, or other payment in such form as the Committee may determine in its discretion for the full purchase price of the shares being acquired at the time of exercise, plus such amount, if any, as is required for withholding taxes. Any Common Shares delivered in satisfaction of all or any portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No share shall be issued until full payment therefor has been made. The Company shall prepare and file with the Securities and Exchange Commission an effective Form S-8 registration statement under the Securities Act of 1933. The Company will endeavor to keep such registration statement effective at all times that this Agreement is outstanding, but in the event that such registration statement is not effective at the time of exercise, your written notice of exercise to the Company must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriateresale. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this optionOption, the submission to the Company of appropriate proof of the right of such person or persons to exercise this optionOption. Certificates for shares of the Common Stock so Shares purchased hereunder will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock Shares may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the date of issuance of the certificate for such sharesshares to you (or any person succeeding to your rights pursuant to the Plan), you (or such other person person, as the case may be entitled to exercise this option be) shall have none of the no rights of as a stockholder with respect to shares any Common Shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.

How Option May Be Exercised. This option Option is exercisable by a giving written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of shares of Common Stock as to which your option the Option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement registration statement covering the shares purchased purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check payable to the order of the Company for the full purchase price of the shares being purchased, plus purchased and such amount, if any, as is required for withholding taxesincome tax withholding. Notwithstanding the foregoing, this option Such payment may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option made in whole or in part by cash or check, you may (i) deliver delivering previously owned unrestricted shares of Common Stock with a fair market value equal to held by you for at least six months (valued at the full purchase price Fair Market Value of the shares being purchased under this option, Common Stock on the date the Option is exercised) as determined by the committee or (ii) request that instructing the Company to withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the that number of shares issuable upon exercise of this option)the Option having a Fair Market Value equal to the purchase price and the amount required for income tax withholding. For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Any Common Stock as delivered in satisfaction of a certain date all or any portion of the purchase price shall be appropriately endorsed for transfer and assignment to the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determinedCompany. The Committee may make such other determination of fair market value, based on other factors, as it No shares shall deem appropriatebe issued until full payment therefore has been made and your income tax withholding obligations satisfied. If notice of the exercise of this option Option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, will require the submission to the Company of appropriate proof of the right of such person or persons to exercise this optionOption. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate Certificate for any shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on Exchange of which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or of sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option Option, shall have none of the rights of a stockholder with respect to shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement registration statement covering the shares purchased purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding ; provided, however, with the foregoingconsent of the Committee or such officer of the Company as may be authorized by the Committee from time to time, this option the purchase price and such amount, if any, as is required for withholding taxes may also be exercised pursuant to paid by the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares surrender of Common Stock with in good form for transfer owned by the person exercising the Option and having a fair market value Fair Market Value (as defined in the Plan) on the date of exercise equal to the full purchase price and such amount, if any, as is required for withholding taxes, or in any combination of cash and Common Stock so long as the total of the shares being purchased under this option, or (ii) request that cash so paid and the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price Fair Market Value of the Common Stock on The Nasdaq Stock Market orequals the purchase price and such amount, if any, is required for withholding taxes, and the Common Stock is not then traded on The Nasdaq Stock Marketso surrendered, such national securities exchange on which if originally issued to you upon exercise of an option granted by the Company, shall have been held by you for more than six (6) months. Any Common Stock is then tradeddelivered in satisfaction of all or any portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No shares shall be issued until full payment therefor has been made, on and any withholding obligation of the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriateCompany has been satisfied. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option option, shall have none of the rights of a stockholder with respect to shares subject to this option. The Company You shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to promptly advise the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for sale of shares of Common Stock issuable issued upon exercise of this option, which occurs within one year from the date of the exercise of this option relating to the issuance of such shares.

How Option May Be Exercised. This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchased has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or a check to the order of the Company for the full purchase price of the shares being purchased, plus such amount, if any, as is required for withholding taxes. Notwithstanding the foregoing, this option may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option by cash or check, you may (i) deliver previously owned shares of Common Stock with a fair market value equal to the full purchase price of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal to the full purchase price of the shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriate. If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or persons to exercise this option. Exhibit 10.77 Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option shall have none of the rights of a stockholder with respect to shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this option.

How Option May Be Exercised. This option Option is exercisable by a giving written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the optionOption. The notice must state the number of shares of Common Stock as to which your option the Option is being exercised, must contain a statement by you (( in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement registration statement covering the shares purchased has purchasable been declared effective by the Securities and Exchange Exchanged Commission) and must be accompanied by cash or a check payable to the order of the Company for the full purchase price of the shares being purchased, plus purchased and such amount, if any, as is may be required for withholding taxesincome tax withholding. Notwithstanding Upon the foregoingCommittee’s approval, this option such payment may also be exercised pursuant to the following "cashless exercise" provision. In lieu of paying for the shares purchasable under this option made in whole or in part by cash or check, you may (i) deliver delivering previously owned shares of Common Stock with a fair market value or shares of Restricted Stock or another award under the Plan (in each case valued at the Fair Market Value equal to the full purchase purchased price and the Amount required for income tax withholding. Any Common Stock delivered in satisfaction of all or any portion of the shares being purchased under this option, or (ii) request that the Company withhold shares of Common Stock issuable upon exercise of this option with a fair market value equal price shall be appropriately endorsed for transfer and assignment to the full purchase price of the Company. No shares being purchased under this option (thereby reducing the number of shares issuable upon exercise of this option). For purposes of this option, unless the Committee determines otherwise, the "fair market value" of a share of Common Stock as of a certain date shall be the closing sale price of the Common Stock on The Nasdaq Stock Market or, if the Common Stock is not then traded on The Nasdaq Stock Market, such national securities exchange on which the Common Stock is then traded, on the trading date immediately preceding the date fair market value is being determined. The Committee may make such other determination of fair market value, based on other factors, as it shall deem appropriateissued until full payment therefor has been made and your income tax withholding obligations satisfied. If notice of the exercise of this option Option is given by a person or persons other than you, the Company may require, as a condition to the exercise of this option, will require the submission to the Company of appropriate proof of the right of such person or persons to exercise this optionOption. Certificates for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option Option, shall have none of the rights of a stockholder with respect to shares subject to this option. The Company shall have the right to require you, or such other person as may be permitted to exercise this option, to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for shares of Common Stock issuable upon exercise of this optionOption.