Common use of Manner of Exercise of Option Clause in Contracts

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable or portion thereof by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100purchased constitute the total number of Shares remaining subject to the Option) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by wire transfer of immediately available funds to an account specified by the Company by a certified or bank cashier's ’s check or checks payable to the Company. At , or at any time when Common Stock is Shares are registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker “cashless exercise" procedure ” approved in all respects in advance by the BoardCommittee, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1A) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2B) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board Committee shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board of Directors of the Company (the “Board”), in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore, or (2) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor therefore to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee Optionee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Notwithstanding the forgoing, if a “broker cashless exercise” would be deemed an extension of credit for purposes of the Xxxxxxxx-Xxxxx Act of 2002 or violate any other law or regulation, Optionee may not exercise the Option in such manner. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 ten (10) days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee Option may exercise any be exercised by delivery, via first class mail, fax or electronic mail of a Notice of Option that is fully vested Exercise and exercisable by giving written notice related forms to the Company stating the number of Shares (with respect to which shall not be less than 100, unless the total Shares which are vested and exercisable at such time Option is less than 100) to be purchased being exercised and accompanied by payment in full of the Total Exercise Price for such Shares. Payment shall be either Cost in cash or by a certified check, bank draft or bank cashier's check or checks money order payable to the order of the Company. At any time when Common Stock is registered under Section 12 To the extent permitted by law and applicable stock exchange regulations, the Employee may pay the exercise price of the Securities Exchange Act options using stock of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance Company held by the Board, in which Employee for at least six months and with a broker: (i) transmits the Exercise Price for any Shares Fair Market Value equal to the Company in cash or acceptable cash equivalents, either (1) against portion of the Employee's notice exercise price which Employee elects to pay through delivery of exercise and such stock. Prior to the consummation of the Company's confirmation that it will deliver Initial Public Offering and to the broker extent permitted by law and applicable stock certificates issued in exchange regulations, (a) subject to the name following sentence, during the 20 business day period immediately prior to the expiration of the broker for at least that exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (on not less than ten business days' prior written notice to the Company) to have the number of shares issued upon exercise of the options reduced (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforrequired tax withholding) to cover minimum required tax withholding (i.e., or the minimum federal and state statutory tax withholding amount, including payroll taxes) and (2b) as the proceeds of a margin loan subject to the Employee; following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (iion not less than ten business days' prior written notice to the Company) agrees to pay the Exercise Price therefor exercise price of the Shares subject to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that Option by reduction (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforportion of the exercise price to be satisfied by such cashless exercise) of the number of Shares otherwise issuable upon such exercise of the Option. The Upon receipt of Employee's written notice to the Company pursuant to clause (a) or clause (b) of exercise the preceding sentence, the Committee may, in its sole discretion, elect to extend the period of time during which the exercisable portion of the Option may be exercised for one or more Extension Periods (as defined below), in which case Employee's election to exercise all or any portion of such Options pursuant to a "cashless exercise" procedure must include the name and address clause (a) or clause (b) of the broker involvedpreceding sentence shall be rescinded and of no further force and effect, a clear description subject to subsequent revesting of Employee's right to make either such election during the 20 business day period immediately prior to the expiration of any Extension Period (and subject to the Committee's right, in its sole discretion, to grant one or more additional Extension Periods). For purposes hereof, "Extension Period" means the 30 day period (or such longer period as the Committee may determine in its sole discretion) immediately following the expiration of the procedurerelevant exercise period specified in Section 3(b) above (or, and such other information or undertaking by in the broker as case of any prior Extension Period, immediately following the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion expiration thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's ’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's ’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee Option may exercise any be exercised by delivery, via first class mail, fax or electronic mail of a Notice of Option that is fully vested Exercise and exercisable by giving written notice related forms to the Company stating the number of Shares (with respect to which shall not be less than 100, unless the total Shares which are vested and exercisable at such time Option is less than 100) to be purchased being exercised and accompanied by payment in full of the Total Exercise Price for such Shares. Payment shall be either Cost in cash or by a certified check, bank draft or bank cashier's check or checks money order payable to the order of the Company. At any time when Common Stock is registered under Section 12 To the extent permitted by law and applicable stock exchange regulations, the Employee may pay the exercise price of the Securities Exchange Act options using stock of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance Company held by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker Employee for at least that six months and with a Fair Market Value equal to the portion of the exercise price which Employee elects to pay through delivery of such stock. Prior to the consummation of the Company’s Initial Public Offering and to the extent permitted by law and applicable stock exchange regulations, (a) subject to the following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (on not less than ten business days’ prior written notice to the Company) to have the number of shares issued upon exercise of the options reduced (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforrequired tax withholding) to cover minimum required tax withholding (i.e., or the minimum federal and state statutory tax withholding amount, including payroll taxes) and (2b) as the proceeds of a margin loan subject to the Employee; following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (iion not less than ten business days’ prior written notice to the Company) agrees to pay the Exercise Price therefor exercise price of the Shares subject to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that Option by reduction (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price therefor. The Employee's written notice of exercise portion of the Option pursuant exercise price to a "be satisfied by such cashless exercise" procedure must include the name and address ) of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying otherwise issuable upon such exercise of the Option. Upon receipt of Employee’s written notice to the Company pursuant to clause (a) or clause (b) of the preceding sentence, that number the Committee may, in its sole discretion, elect to extend the period of Shares having a fair market value time during which the exercisable portion of the Option may be exercised for one or more Extension Periods (as determined defined below), in good faith by which case Employee’s election to exercise all or any portion of such Options pursuant to clause (a) or clause (b) of the Board) equal preceding sentence shall be rescinded and of no further force and effect, subject to subsequent revesting of Employee’s right to make either such election during the 20 business day period immediately prior to the purchase price expiration of any Extension Period (and subject to the Committee’s right, in its sole discretion, to grant one or more additional Extension Periods). For purposes hereof, “Extension Period” means the 30 day period (or portion thereofsuch longer period as the Committee may determine in its sole discretion) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at immediately following the principal office expiration of the Company to relevant exercise period specified in Section 3(b) above (or, in the Employee (or case of any prior Extension Period, immediately following the person entitled to exercise the Option pursuant to Section 7expiration thereof), not more than 10 days from the date of receipt of the notice by the Company.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board of Directors of the Company (the “Board”), in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore, or (2) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor therefore to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee Optionee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Notwithstanding the forgoing, if a “broker cashless exercise” would be deemed an extension of credit for purposes of the Sxxxxxxx-Xxxxx Act of 2002 or violate any other law or regulation, Optionee may not exercise the Option in such manner. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 ten (10) days from the date of receipt of the notice by the Company.