Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof. (d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 9 contracts
Sources: Non Qualified Stock Option Agreement (Amag Pharmaceuticals, Inc.), Non Qualified Stock Option Agreement (Amag Pharmaceuticals, Inc.), Incentive Stock Option Agreement (Amag Pharmaceuticals, Inc.)
Manner of Exercise. (a) The Optionee An Option, or any exercisable portion thereof, may exercise this Stock Option only in the following manner: from time to time on or prior be exercised solely by delivering to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer Secretary or his or her office or designee of his or her election to purchase some or all of the Option Shares purchasable at following prior to the time of when the Option or such notice. This portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice shall specify complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of Optionee to the following methods: Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash, cash or by certified or bank check or other instrument acceptable by a combination thereof) to satisfy the Companyminimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) subject solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Company’s approval, through the delivery (or attestation Optionee reduced by a number of Shares having an equivalent Fair Market Value to the ownershippayment that would otherwise be made by Optionee to the Company pursuant to clause (i) of shares of Stock that have been purchased this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 9 contracts
Sources: Stock Option Agreement (Dollar General Corp), Stock Option Agreement (Dollar General Corp), Stock Option Agreement (Dollar General Corp)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Committee;
(i) Full payment (in cash, by certified check, or bank check by a combination thereof or other instrument acceptable to through tender of previously owned Shares (any such Shares valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Participant has held for at least six months (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods such other period as may be required by the Administrator; Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto)) for the shares with respect to which such Option or portion thereof is exercised or (iiiii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee delivering to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a properly executed exercise combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; (ii) notice together with irrevocable instructions in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a broker number of Shares having an equivalent Fair Market Value to promptly deliver the payment that would otherwise be made by the Optionee to the Company cash pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or a check payable other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and acceptable without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; if any sale or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 7 contracts
Sources: Employment Agreement (Energy Future Holdings Corp /TX/), Employment Agreement (Energy Future Holdings Corp /TX/), Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the Plan:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares with respect to the Company to the attention which such Option or portion is exercised; or
(ii) Shares of any class of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially 's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods payable upon such terms as may be required prescribed by the Administrator; (iii) Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by the Optionee delivering to delivery of a promissory note or by a loan from the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash when or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with where such procedures and enter into such agreements loan or other extension of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedurecredit is prohibited by law; or or
(iv) a Any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws), and (iii); and
(c) the receipt by Full payment to the Company of any agreementall amounts which, statement under federal, state or other evidence that the Company may require local law, it is required to satisfy itself that the issuance of Stock to be purchased pursuant to the withhold upon exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Option; and
(d) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 6 contracts
Sources: Stock Option Agreement (Nanotech Corp), Stock Option Agreement (Plasmatronic Technologies Inc), Stock Option Agreement (Achiote Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Administrator;
(i) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the Shares with respect to the Company; which such Option or portion thereof is exercised, (ii) subject to the Company’s approvalextent permitted by the Administrator in a manner that is compliant with the terms of the Plan, through indication that the delivery (or attestation Optionee elects to have the number of Shares that would otherwise be issued to the ownership) Optionee reduced by a number of shares of Stock Shares having an equivalent Fair Market Value to the payment that have been purchased would otherwise be made by the Optionee to Laureate pursuant to clause (i) of this subsection (b), or (iii) a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator;
(i) Full payment (in cash, by check or by a combination thereof) to satisfy the withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the open market or date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that are beneficially owned would otherwise be required to be made by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions pursuant to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in clause (i) of this subsection (c); and
(d) In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the option purchase price Optionee, appropriate proof of the right of such person or persons to exercise the Option.
(e) At the time the Option is exercised, in whole or in part, or at any time thereafter as so providedrequested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as Option. The Company may require the Company shall prescribe Optionee to make a cash payment to cover any withholding tax obligation as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee Shares upon the exercise of the Stock Option shall be net of the Shares attested toexercise.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 6 contracts
Sources: Stock Option Agreement (Laureate Education, Inc.), Stock Option Agreement (Laureate Education, Inc.), Stock Option Agreement (Laureate Education, Inc.)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) indication that the Company’s Treasurer or his or her designee of his or her election Optionee elects to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be purchased. Payment of the purchase price for the Option Shares may required to be made by one or more of the following methods: Optionee to the Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in cash, by certified or bank check or other instrument acceptable a form satisfactory to the Company; (ii) subject to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 6 contracts
Sources: Stock Option Agreement (Hca Inc/Tn), Stock Option Agreement (Hca Inc/Tn), Stock Option Agreement (Hca Inc/Tn)
Manner of Exercise. The Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at or portion, stating that the time of Option or portion is thereby exercised, such notice. This notice shall specify complying with all applicable rules established by the number of Option Shares to be purchased. Payment of the purchase price Board; and
(b) Full payment for the Option Shares may shares with respect to which such option or portion is exercised, which payment shall be made by one or more of the following methods: (i) in cash, (ii) through the delivery of shares of Common Stock owned by certified or bank check or other instrument acceptable the Optionee for at least six months, duly endorsed for transfer to the Company; Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iiiii) subject to the Company’s approvaltiming requirements of Section 5.3 of the Plan, through any combination of the delivery consideration provided in the foregoing subparagraphs (i) or attestation (ii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the ownershipSecurities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) of shares of Stock that have been purchased by the Optionee placing legends on the open market or that are beneficially owned by the Optionee share certificates and are not then subject issuing stop-transfer notices to any restrictions under any Company plan agents and that otherwise satisfy any holding periods as may be required by the Administrator; registrars;
(iiid) by the Optionee delivering Full payment to the Company (or other employer corporation) of all amounts which under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, the Company may permit the ----------------- Optionee, upon delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver written election to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records Secretary of the Company (or of the transfer agent of the Option Shares will to such other person who may be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt designated by the Company of any agreement, statement or other evidence that Board) to elect to have the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the withhold shares of Common Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and
(e) In the event the Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 5 contracts
Sources: Nonqualified Stock Option Agreement (Morrison Knudsen Corp//), Nonqualified Stock Option Agreement (Morrison Knudsen Corp//), Nonqualified Stock Option Agreement (Morrison Knudsen Corp//)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock An Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares any exercisable portion thereof, may be made exercised solely by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver at the addresses set out in Schedule C all of the following prior to the Company time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (in cash or a check payable and acceptable to by wire transfer, if the Company to pay the option purchase price, provided that Optionee so elects in the event notice of exercise through the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with withholding of Shares (any such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee Shares valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net in a manner that is compliant with applicable law or other form of payment if agreed by the Company) of the Exercise Price for the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to which such shares of Stock.Option or portion thereof is exercised;
(c) Notwithstanding Full payment (in cash by wire transfer or, if vested Options are being exercised during the exercise periods specified in any other provision hereof of Sections 3.2(b), (e) or (f), as applicable, or if otherwise so agreed by the Company, through the withholding of Shares in the Plan, no same manner as provided in Section 4.3(b) above) to satisfy the minimum withholding tax obligation with respect to which such Option or portion of this Stock Option shall be exercisable after the Expiration Date hereof.thereof is exercised;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act, if applicable and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it, to the extent required under Section 3 of the exercise price of this Stock Option even if the stock to be so tendered has notManagement Stockholder’s Agreement, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act and/or other applicable laws, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 5 contracts
Sources: Stock Option Agreement (Gardner Denver Holdings, Inc.), Stock Option Agreement (Gardner Denver Holdings, Inc.), Stock Option Agreement (Gardner Denver Holdings, Inc.)
Manner of Exercise. (a) The Optionee may Each exercise this Stock of the Option only in the following manner: from time to time on or prior shall be by means of a written notice of exercise delivered to the Expiration Date Company, specifying the number of this Stock Option, the Optionee may give written or electronic notice shares to be purchased and accompanied by payment to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all full purchased price of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: purchased solely (i) in cash, cash or by certified or bank check or other instrument acceptable payable to the Company; (ii) subject to order of the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) by delivery of shares of Common Stock of the Company already owned by, and in the possession of, the Optionee, valued at their fair market value, as determined in accordance with Section 4, or (iii) above. Payment instruments will be received subject to collection. The transfer to the (x) by a promissory note made by Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books favor of the Company. Thereupon, upon the Optionee shall have full voting, dividend terms and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held conditions determined by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences Committee including, to the Optioneeextent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a "cashless exercise," in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. As Shares of Common Stock used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of to satisfy the exercise price of this Option shall be accompanied by written representation valued at their fair market value determined (in form satisfactory accordance with Section 4 hereof) on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the Company) stating whether such stock has been held extent permitted by the Optionee for Committee or by the applicable minimum statutory holding periodterms of this Agreement, Optionee's spouse if such spouse obtained the Option pursuant to a qualified domestic relations ordered as defined by the Code of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii) after the Optionee's death by his or her transferees by will or the laws of descent or distribution.
Appears in 5 contracts
Sources: Non Qualified Stock Option Agreement (Tarrant Apparel Group), Non Qualified Stock Option Agreement (Tarrant Apparel Group), Non Qualified Stock Option Agreement (Tarrant Apparel Group)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in the following manner: from time to time on or prior be exercised solely by delivering to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer Secretary or his or her designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her election to purchase some or all of agent, which date shall not be later than three (3) business days following the date on which the Option Shares purchasable at is exercised, in the time event of such notice. This a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) notice shall specify in writing that the Optionee elects to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of the following methods: Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash, cash or by certified or bank check or other instrument acceptable by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the CompanyInternal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) subject notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Company’s approval, through the delivery (or attestation Optionee reduced by a number of Shares having an equivalent Fair Market Value to the ownership) of shares of Stock payment that have been purchased would otherwise be made by the Optionee on to the open market or that are beneficially owned Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares of Common Stock are being acquired for his or her own account, for investment and are not then subject to without any restrictions under present intention of distributing or reselling said Shares or any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver if any sale or distribution of the Shares by such person is contrary to the Company cash or a check payable representation and acceptable agreement referred to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so above; provided, however, that the Optionee Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition performance of such payment procedure; or (iv) a combination of (i), (ii) representation and (iii) above. Payment instruments will be received subject agreement and to collection. The transfer to effect compliance with the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of Act and any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations; and
(iiie) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of shares of Stock transferred counsel acceptable to it to the Optionee upon the effect that any subsequent transfer of Shares acquired on exercise of the Stock Option shall be net does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred may bear an appropriate legend referring to the Optionee on the records provisions of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
subsection (d) Without derogating from above and the foregoingagreements herein. The written representation and agreement referred to in subsection (d) above shall, “statutory option stock” (as defined below) may however, not be tendered in payment of the exercise price of this Stock Option even required if the stock Shares to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect issued pursuant to such stock. The Optionee acknowledges that exercise have been registered under the tender Act, and such registration is then effective in respect of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 5 contracts
Sources: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following manner: from time to time on or prior to the Expiration Date time when the Option or such portion thereof becomes unexercisable under Section 4:
(i) An exercise notice in substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator, which may be an electronic form) (the “Exercise Notice”) signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such Exercise Notice complying with all applicable rules established by the Administrator; and
(ii) Subject to Section 5(f) of this the Plan, full payment for the Shares with respect to which the Option or portion thereof is exercised by:
(A) Cash, wire transfer of immediately available funds or check, payable to the order of the Company; or
(B) With the consent of the Administrator, surrendering shares of Common Stock Optionthen issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise; or
(C) If the Company is a Publicly Listed Company, unless the Optionee may give written or electronic notice Administrator otherwise determines, through the (A) delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the attention Company sufficient funds to pay the exercise price, or (B) delivery by the Participant to the Company of the Company’s Treasurer or his or her designee a copy of his or her election irrevocable and unconditional instructions to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument a broker acceptable to the Company; (ii) subject Company to deliver promptly to the Company’s approvalCompany cash or a check sufficient to pay the exercise price, through the delivery (or attestation provided in either case, that such amount is paid to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods at such time as may be required by the Administrator; or
(D) With the consent of the Administrator, any other form of payment permitted under Section 5(f) of the Plan; or
(E) Any combination of the above permitted forms of payment; and
(iii) by the Optionee delivering Subject to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (ivSection 9(e) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion full payment for any applicable withholding taxes in cash, by wire transfer of this Stock Option shall be exercisable after immediately available funds or by check or in any form of consideration permitted by the Expiration Date hereof.
(d) Without derogating from Administrator for the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock pursuant to Section 3(c)(ii) above or pursuant to Section 3(d) below; and
(iv) In the event the Option even if the stock or portion thereof shall be exercised pursuant to be so tendered has notSection 3(b) by any person or persons other than Participant, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) appropriate proof of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 4 contracts
Sources: Stock Option Agreement (Phathom Pharmaceuticals, Inc.), Stock Option Agreement (Phathom Pharmaceuticals, Inc.), Stock Option Agreement (Gossamer Bio, Inc.)
Manner of Exercise. (a) The Optionee may exercise Option can be exercised only by Employee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Stock Option only Agreement, in whole Common Shares, by following, prior to the following manner: Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time time. The instruction to exercise the Option must be made by a person entitled to exercise the Option and shall (i) include, among other things, the number of Common Shares as to which the Option is being exercised, (ii) contain a representation and agreement as to Employee’s investment intent with respect to the Common Shares in a form satisfactory to the Company’s General Counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement.
(b) Except as otherwise specified by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.
(c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) on the Expiration Date (or the last trading day prior to the Expiration Date of this Stock Option(if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), the Optionee may give written all or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all any portion of the Option is vested and exercisable, then the Option (or vested and exercisable portion thereof) shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Employee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures in effect as of the date of this Agreement: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares purchasable to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Employee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the grant, vesting, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Employee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Employee’s actual individual income tax, penalty and/or interest obligations, Employee understands, acknowledges, agrees and hereby stipulates that Employee, and not the Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one (1) whole Common Share to Employee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Employee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Employee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment automatic exercise of the purchase price for Option pursuant to this Section 4(c). For the avoidance of doubt, Employee may exercise any vested and exercisable portion of the Option Shares may be made by one prior to Market Close on the Expiration Exercise Date. Employee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Employee as protection against Employee’s inadvertent failure to exercise all or more any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the following methods: Option is solely Employee’s responsibility, Employee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (i) in cashincluding without limitation, by certified or bank check or other instrument acceptable to the Company; (ii) subject to Administrator and the Company’s approval, through employees and agents) arising out of or relating to the delivery automatic exercise procedure pursuant to this Section 4(c) (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (ifailure thereof), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the Optionee on the records of the Company or of the transfer agent automatic exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price does occur, or does not occur for any reason or no reason whatsoever and/or the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofactually expires.
(d) Without derogating from Unless notified by the foregoingCompany or the Administrator to the contrary, “statutory option stock” (as defined below) may be tendered in payment the Common Shares issuable on exercise of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to deemed issued on the Company) stating whether such stock has been held date specified by the Optionee Company within five (5) business days following the date that the General Counsel for the applicable minimum statutory holding periodCompany determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction that all events requisite for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.
(e) The certificate or certificates for the Common Shares, if any, as to which the Option shall be exercised may be registered only in the name of Employee (or if Employee so requests in the notice of exercise, jointly in the name of Employee and with a member of Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of Employee as the person with the right to exercise shall designate).
Appears in 4 contracts
Sources: Stock Option Agreement (Hughes Satellite Systems Corp), Stock Option Agreement (EchoStar CORP), Employee Stock Option Agreement (Hughes Satellite Systems Corp)
Manner of Exercise. The Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at or portion, stating that the time of Option or portion is thereby exercised, such notice. This notice shall specify complying with all applicable rules established by the number of Option Shares to be purchased. Payment of the purchase price Board; and
(b) Full payment for the Option Shares may shares with respect to which such option or portion is exercised, which payment shall be made by one or more of the following methods: (i) in cash, (ii) through the delivery of shares of Common Stock owned by certified or bank check or other instrument acceptable the Optionee for at least six months, duly endorsed for transfer to the Company; Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iiiii) subject to the Company’s approvaltiming requirements of Section 5.3 of the Plan, through any combination of the delivery consideration provided in the foregoing subparagraphs (i) or attestation (ii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the ownershipSecurities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) of shares of Stock that have been purchased by the Optionee placing legends on the open market or that are beneficially owned by the Optionee share certificates and are not then subject issuing stop-transfer notices to any restrictions under any Company plan agents and that otherwise satisfy any holding periods as may be required by the Administrator; registrars;
(iiid) by the Optionee delivering Full payment to the Company (or other employer corporation) of all amounts which under federal, state or local tax law, it is required to withhold upon exercise of the Option; PROVIDED, HOWEVER, the Company may permit the Optionee, upon delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver written election to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records Secretary of the Company (or of the transfer agent of the Option Shares will to such other person who may be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt designated by the Company of any agreement, statement or other evidence that Board) to elect to have the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the withhold shares of Common Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and
(e) In the event the Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 4 contracts
Sources: Nonqualified Stock Option Agreement (Washington Group International Inc), Nonqualified Stock Option Agreement (Morrison Knudsen Corp//), Nonqualified Stock Option Agreement (Morrison Knudsen Corp//)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject Subject to the Company’s approvalcode of conduct and securities trading policies as in effect from time to time, through the delivery (this Award, or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as exercisable portion thereof, may be required exercised solely by the Administrator; (iii) by the Optionee delivering to the Company or its designated agent all of the following prior to the time when the Award or such portion expires under Section 3.2:
(a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Grantee or other person then entitled to exercise the Award, stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a properly executed exercise notice together combination thereof) to satisfy the applicable withholding tax obligation with respect to which the Award or portion thereof is exercised or (ii) indication that the Grantee elects to satisfy the applicable withholding tax obligation through an arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option sell Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee obtained upon the exercise of the Stock Option shall Award and to deliver promptly to the Company an amount to satisfy the withholding tax obligation that would otherwise be net required to be paid by the Grantee to the Company pursuant to clause (i) of the Shares attested to.
this subsection (b), or (iii) The shares if made available by the Company, indication that the Grantee elects to have the number of Stock purchased Shares that would otherwise be issued to the Grantee upon exercise of this Stock Option shall be transferred such Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the Optionee on payment to satisfy the records of applicable withholding tax obligation that would otherwise be required to be made by the Grantee to the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder clause (i) of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockthis subsection (b).
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held If required by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveCompany, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by a bona fide written representation (and agreement, in a form satisfactory to the Company) stating whether such stock has been held , signed by the Optionee Grantee or other person then entitled to exercise such Award or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable minimum statutory holding periodrules and regulations thereunder, and that the Grantee or other person then entitled to exercise such Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(d) In the event the Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise the Award. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of this Award (or portion thereof) does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of any portion of this Award shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Appears in 3 contracts
Sources: Stock Appreciation Rights Agreement (HCA Healthcare, Inc.), Stock Appreciation Rights Agreement (HCA Healthcare, Inc.), Stock Appreciation Rights Agreement (HCA Healthcare, Inc.)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Amag Pharmaceuticals, Inc.), Non Qualified Stock Option Agreement (Amag Pharmaceuticals Inc.), Non Qualified Stock Option Agreement (Amag Pharmaceuticals Inc.)
Manner of Exercise. (a) The Optionee Subject to Sections 3.02(b) and 3.03, Warrants may exercise this Stock Option only be exercised by a Holder in full or in part, on any Business Day (each, an “Exercise Date”) falling in the following manner: from time to time on or prior Exercise Period, by
(i) (x) delivery to the Expiration Date Warrant Agent at its office of this Stock Optionthe related Warrant Certificate, in the Optionee may give written case of Warrants issued in certificated form, (y) delivery of the Warrant through the procedures of the Warrant Agent in the case of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures or (z) delivery of the Warrant through the systems of the Depositary, in the case of Global Warrants;
(ii) electronic notice delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder; and
(iii) payment in United States dollars by check payable to the order of the Company or the Warrant Agent or by wire transfer to the Company or the Warrant Agent of immediately available funds to an account of or for the benefit of the Company (as designated by the Company and available upon request from the Warrant Agent) in an amount equal to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Warrant Exercise Price multiplied by the number of Option Shares to be purchased. Payment Warrants so exercised; provided that if any of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash), by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by above has occurred on or after the Optionee delivering Close of Business on any day, it shall instead be deemed to have occurred on the Company a properly executed exercise notice together with irrevocable instructions immediately following Business Day (subject to a broker to promptly deliver to Sections 3.04(c) and 3.04(d)); and provided further that the Company cash or a check payable and acceptable to Exercise Date shall be the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination first Business Day on which all of (i), (ii) and (iii) aboveabove have occurred, as determined by the Company in consultation with the Warrant Agent. Payment instruments will be received subject to collection. The transfer Notwithstanding anything to the Optionee contrary set forth herein, the Company may, in its sole discretion, from time to time offer Holders or their brokers the right to deliver a notice of guaranteed delivery on the records Exercise Date with respect to Warrants in order to satisfy the delivery requirements of the Company or of the transfer agent of the Option Shares will be contingent upon clause (i) the Company’s receipt from the Optionee above as of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested toExercise Date.
(b) The shares In the case of Stock purchased upon exercise of this Stock Option a Global Warrant, any Person with a beneficial interest in such Global Warrant shall be transferred to the Optionee on the records of the Company or of the transfer agent upon effect compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof in Section 3.04(a)(i), (ii) and (iii) above through the relevant Agent Member in accordance with the procedures of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of StockDepositary.
(c) Notwithstanding Subject to Section 3.04(d), if the purported Exercise Date of any other provision hereof Warrants is or of the Plan, no portion of this Stock Option shall is deemed to be exercisable after the Close of Business on the Expiration Date hereofDate, the exercise thereof will be null and void and any funds delivered to the Warrant Agent or the Company will be returned to the Holder as soon as practicable. In no event will interest accrue on Funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
(d) Without derogating from Notwithstanding anything to the foregoingcontrary herein, “statutory option stock” (as defined below) may be tendered any otherwise valid exercise of a Warrant submitted after any applicable deadline for exercise may, in payment the sole and absolute discretion of the Company, be accepted and honored. The Company’s decision with respect to any such exercise price shall be determinative.
(e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Stock Option even if Agreement, such Global Warrant shall be surrendered by the stock Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so tendered has notthat the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian.
(f) In the case of a Definitive Warrant or book-entry Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant or book-entry Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the time request of tenderthe Holder, been held by to receive from the Optionee Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant or book-entry statement in substantially identical form for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) number of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences Warrants equal to the Optionee. As used abovenumber of Warrants theretofore represented by such Definitive Warrant or book-entry statement less the number of Warrants then exercised.
(g) If a Warrant Certificate shall have been exercised in full, the term “statutory option stock” means stock acquired through Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable.
(h) If a Common Stock Shelf Registration Statement is not effective at any time or from time to time for any reason, the right to exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option Warrants shall be accompanied by written representation (automatically suspended until such Common Stock Shelf Registration Statement becomes effective as specified in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodSection 5.01.
Appears in 3 contracts
Sources: Warrant Agreement (DeFi Development Corp.), Warrant Agreement (DeFi Development Corp.), Warrant Agreement (DeFi Development Corp.)
Manner of Exercise. (a) The Optionee An Option, or any exercisable portion thereof, may exercise this Stock Option only in the following manner: from time to time on or prior be exercised solely by delivering to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer Secretary or his or her office or designee of his or her election to purchase some or all of the Option Shares purchasable at following prior to the time of when the Option or such notice. This portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice shall specify complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee upon exercise reduced by a number of Shares having an equivalent Fair Market Value (on the purchase price for date of exercise) to the Option Shares may aggregate Exercise Price payment that would otherwise be made by one or more of Optionee to the following methods: Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash, cash or by certified or bank check or other instrument acceptable by a combination thereof) to satisfy the Companyminimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) subject solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, and the vested portion of the Option is within thirty (30) days of expiring pursuant to such applicable Section, in each case notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Company’s approval, through the delivery (or attestation Optionee reduced by a number of Shares having an equivalent Fair Market Value to the ownershippayment that would otherwise be made by Optionee to the Company pursuant to clause (i) of shares of Stock that have been purchased this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 3 contracts
Sources: Stock Option Agreement, Stock Option Agreement (Del Monte Corp), Stock Option Agreement (Del Monte Corp)
Manner of Exercise. (a) The Optionee may Each exercise this Stock of the Option only in the following manner: from time to time on or prior shall be by means of a written notice of exercise delivered to the Expiration Date Company, specifying the number of this Stock Option, the Optionee may give written or electronic notice shares to be purchased and accompanied by payment to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all full purchased price of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: purchased solely (i) in cash, cash or by certified or bank check or other instrument acceptable payable to the Company; (ii) subject to order of the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) by delivery of shares of Common Stock of the Company already owned by, and in the possession of, the Optionee, valued at their fair market value, as determined in accordance with Section 4, or (iii) above. Payment instruments will be received subject to collection. The transfer to the (x) by a promissory note made by Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books favor of the Company. Thereupon, upon the Optionee shall have full voting, dividend terms and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held conditions determined by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences Committee including, to the Optioneeextent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a “cashless exercise,” in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. As Shares of Common Stock used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of to satisfy the exercise price of this Option shall be accompanied by written representation valued at their fair market value determined (in form satisfactory accordance with Section 4 hereof) on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the Company) stating whether such stock has been held extent permitted by the Optionee for Committee or by the applicable minimum statutory holding periodterms of this Agreement, Optionee’s spouse if such spouse obtained the Option pursuant to a qualified domestic relations ordered as defined by the Code of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder (“Qualified Domestic Relations Order”); and (iii) after the Optionee’s death by his or her transferees by will or the laws of descent or distribution.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Guez Gerard), Non Qualified Stock Option Agreement (Guez Gerard), Non Qualified Stock Option Agreement (Guez Gerard)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivery to the Secretary of the Company or the Secretary’s office of all of the following manner: from time to time on or prior to the Expiration Date of this Stock Option, time when the Option or such portion thereof becomes unexercisable under Section 5(c):
(1) An Exercise Notice in writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and
(A) Full payment (in cash or by check) for the shares with respect to which the Option or portion thereof is exercised, to the Company to extent permitted under applicable laws; or
(B) To the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approvalextent permitted under applicable laws, through the delivery (or attestation of a notice that the Optionee has placed a market sell order with a broker with respect to the ownership) of shares of Stock then issuable upon exercise of the Option, and that have the broker has been purchased directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(C) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(3) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee on the open market or that are beneficially owned by the Optionee and are not other person then subject entitled to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Sharesor portion thereof, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence stating that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise the Option or portion thereof will be indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with applicable the Securities Act and any other federal or state securities laws and or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(4) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state, local or foreign tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(5) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 6(a) by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Employment Agreement (Renovis Inc), Employment Commencement Nonstatutory Stock Option Grant Notice and Stock Option Agreement (Renovis Inc), Employment Commencement Nonstatutory Stock Option Grant Notice and Stock Option Agreement (Renovis Inc)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as As a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and Option or any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event portion thereof, the Optionee chooses shall (i) notify the Company at least three (3) days prior to pay exercise and no earlier than ninety (90) days prior to exercise that the purchase price by previously-owned shares of Stock through the attestation method, Optionee intends to exercise and specifically stating the number of shares of Stock transferred Shares with respect to such Option is being exercised, and (ii) provide the Optionee upon the exercise Company with payment of the Stock aggregate Option shall be net Price of the Shares attested towith respect to which such Option is being exercised, together with any amounts necessary to satisfy all Tax-Related Items (as defined in Section 3.1 below), which shall be payable to the Company in full as set forth in this Section 2.8.
(b) The shares To the extent permitted by law or the applicable listing rules, if any, the Optionee may pay for the Shares with respect to which such Option or portion of Stock purchased such Option is exercised through (i) payment in cash; (ii) with the consent of the Administrator, the delivery of Shares which are owned by the Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate Option Price of such Shares with respect to which the Option is being exercised; (iii) with the consent of the Administrator, the surrender of Shares then-issuable upon exercise of this Stock the Option shall be transferred having a Fair Market Value on the date of the exercise of the Option equal to the Optionee on aggregate Option Price of such Shares with respect to which the records Option is being exercised; (iv) with the consent of the Company Administrator, a broker-assisted cashless exercise program established by the Company; or (v) with the consent of the transfer agent Administrator, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to Shares then-issuable upon compliance exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Option Price; provided, that payment of such proceeds is then made to the Company with all requirements under applicable laws or regulations in connection with upon settlement of such transfer and with sale. Notwithstanding the requirements hereof and foregoing, the consent of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee Administrator shall not be deemed to be the holder of, or to have any of the rights of a holder required with respect to, any shares to clauses (iii) and (v) of Stock subject to this Stock Section 2.8(b) if the Optionee exercises such Option unless and until this Stock Option shall have been exercised pursuant to on or after the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and date of the Optionee’s name shall have been entered Retirement (as the stockholder of record on the books of defined in the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock’s Retirement Policy).
(c) Notwithstanding any other provision hereof or of the PlanAgreement to the contrary, no portion of this Stock Option shall be exercisable after if the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment Optionee resides and/or works outside of the exercise price of this Stock Option even if United States, the stock to be so tendered has not, at the time of tender, been held by Company may require that the Optionee for (i) exercise the applicable minimum statutory holding Option in a method other than specified above, (ii) exercise the Option only by means of a “same day sale” transaction (either a sell-all transaction or a sell-to-cover transaction) as it determines in its sole discretion, or (iii) sell any Shares he or she acquires under the Plan immediately or within a specified period required to receive following the tax benefits afforded under Section 421(a) termination of the Code Optionee’s employment or service with respect the Company, the Employer or any Subsidiary (in which case, the Optionee hereby agrees that the Company shall have the authority to issue sale instructions in relation to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to Shares on the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period’s behalf).
Appears in 3 contracts
Sources: Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee may or other person then entitled to exercise this Stock the Option only in or such portion of the following manner: from time to time on or prior Option;
(b) Full cash payment to the Expiration Date Secretary of this Stock the Company for the shares with respect to which the Option, or portion thereof, is exercised. However, the Optionee Committee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: in its sole and absolute discretion (i) allow a delay in cashpayment up to thirty (30) days from the date the Option, by certified or bank check or other instrument acceptable to the Companyportion thereof, is exercised; (ii) subject to the Company’s approvalallow payment, in whole or in part, through the delivery (or attestation to the ownership) of shares of Common Stock that which have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering for at least six months, duly endorsed for transfer to the Company with a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” Fair Market Value (as defined below) may be tendered in payment on the date of delivery equal to the aggregate exercise price of this the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option even if having a Fair Market Value on the stock date of Option exercise equal to be so tendered has notthe aggregate exercise price of the Option or exercised portion thereof; (iv) allow payment, at in whole or in part, through the time delivery of tender, been held by a notice that the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such stockproceeds is then made to the Company upon settlement of such sale; or (v) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii) and (iv);
(c) Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”) and any other federal or state securities laws or regulations. The Optionee acknowledges that Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; and
(d) In the tender event the Option or portion thereof shall be exercised pursuant to Section 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Cherokee Inc), Stock Option Agreement (Cherokee Inc), Stock Option Agreement (Cherokee Inc)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior As a condition to the Expiration Date exercise of this Stock the Option, the Optionee may give written or electronic notice shall (i) notify the Company at least three (3) days prior to exercise and no earlier than ninety (90) days prior to exercise that the Optionee intends to exercise and (ii) provide the Company with payment of the Exercise Price of the Option, together with any Tax-Related Items (as defined in Section 3.1 below), which shall be payable to the Company in full as set forth in this Section 2.8.
(b) To the extent permitted by law or the applicable listing rules, if any, the Optionee may pay for the Shares with respect to the attention of the Company’s Treasurer which such Option or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time portion of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: is exercised through (i) payment in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to with the Company’s approvalconsent of the Administrator, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that Shares which are beneficially owned by the Optionee and are not then subject Optionee, duly endorsed for transfer to any restrictions under any the Company plan and that otherwise satisfy any holding periods as may be required by with a Fair Market Value on the Administratordate of delivery equal to the aggregate Exercise Price of the exercised portion of the Option; (iii) by with the Optionee delivering consent of the Administrator, through the surrender of Shares then issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to aggregate Exercise Price of the Company cash or a check payable and acceptable to exercised portion of the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedureOption; or (iv) with the consent of the Administrator, delivery of a combination notice that the Optionee has placed a market sell order with a broker with respect to Shares then-issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Exercise Price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale. Notwithstanding the foregoing, the consent of the Administrator shall not be required with respect to clauses (i), (iiiii) and (iiiiv) above. Payment instruments will be received subject to collection. The transfer to of this Section 2.8(b) if the Optionee exercises such Option on or after the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of StockRetirement.
(c) Notwithstanding any other provision hereof or of the PlanAgreement to the contrary, no portion of this Stock Option shall be exercisable after if the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment Optionee resides and/or works outside of the exercise price of this Stock Option even if United States, the stock to be so tendered has not, at the time of tender, been held by Company may require that the Optionee for exercise the applicable minimum statutory holding Option in a method other than specified above, may require the Optionee to exercise the Option only by means of a “same day sale” transaction (either a sell-all transaction or a sell-to-cover transaction) as it determines in its sole discretion, or may require the Optionee to sell any Shares he or she acquires under the Plan immediately or within a specified period required to receive following the tax benefits afforded under Section 421(a) termination of the Code Optionee’s employment or service with respect the Company or any Subsidiary (in which case, the Optionee hereby agrees that the Company shall have the authority to issue sale instructions in relation to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to Shares on the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period’s behalf).
Appears in 3 contracts
Sources: Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Manner of Exercise. (a) The Optionee Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may exercise this Stock Option only in the following manner: be exercised from time to time on solely by delivering through the electronic or telephonic system maintained by the third party designated by the Committee (or its Delegee) to administer the Plan (the “Stock Plan Award Administrator”) (or such other method approved by the Committee (or its Delegee)) all of the following prior to the Expiration Date of this Stock Option, time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Written notice from the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify or portion thereof, stating the number of Shares with respect to which the Option Shares to be purchased. Payment is being exercised, in such form as the Committee (or its Delegee) shall establish;
(b) Full payment of the purchase price Exercise Price for the number of Shares with respect to which the Option Shares may be made by one or more of the following methods: is being exercised (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery by surrendering Shares (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee valued at Fair Market Value on the open market or that are beneficially date of exercise) owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; Optionee, (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or withholding Shares (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net of Option, (iv) by broker-assisted exercise (in accordance with rules established by the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company Committee or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder ofits Delegee), or to have (v) a combination of any of the rights of a holder above methods, in each case unless determined otherwise by the Committee (or its Delegee), in accordance with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, applicable law and the Optionee’s name shall have been entered as requirements established by the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect Committee (or its Delegee) from time to such shares of Stock.time;
(c) Notwithstanding any other provision hereof Full payment to satisfy the minimum withholding tax obligation with respect to which such Option or of portion thereof is exercised, unless otherwise determined by the PlanCommittee (or its Delegee), no portion of this Stock Option shall be exercisable after in similar methods as provided in Section 4.3(b) and in accordance with applicable law and the Expiration Date hereof.requirements established by the Committee (or its Delegee) from time to time;
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by A bona fide written representation (and agreement, in a form satisfactory to the Company) stating whether such stock has been held Committee (or its Delegee), signed or acknowledged by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable minimum statutory holding periodrules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee (or its Delegee) may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Committee (or its Delegee) may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the Option does not violate the Act, and may issue stop-transfer orders covering such Shares. The Committee (or its Delegee) may cause a legend or legends to be placed on any Share certificates evidencing Shares issued on exercise of the Option, or if such Shares are issued in book-entry or electronic form, otherwise denote such Shares, to make appropriate reference to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such Shares. For purposes of this Section 4.3, a written notice includes notice submitted through the electronic or telephonic system maintained by the Stock Plan Award Administrator or through other means pursuant to procedures approved by the Committee (or its Delegee), and a representation or agreement is considered acknowledged if it is signed or submitted electronically or telephonically in accordance with approved procedures and such electronic or telephonic acknowledgement will have the same force and effect as a manual signature. Notwithstanding the above, the Committee (or its Delegee) may approve alternative procedures for exercise and for payment of the related exercise price and withholding amounts provided such alternative procedures are established in writing prior to the date of exercise.
Appears in 3 contracts
Sources: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Manner of Exercise. (a) The Optionee Time Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivering to the Secretary of the Company all of the following manner: from time to time on or prior to the Expiration Date time when the Time Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of this Stock Option, all of the Optionee may give written or electronic notice to foregoing shall be determined in the Company to the attention discretion of the Company’s Treasurer :
(a) notice in writing signed by the Grantee or his any other person then entitled to exercise the Time Option or her designee of his portion thereof, stating that the Time Option or her election to purchase some or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) full payment of the exercise price applicable to any Time Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to check, in Membership Units (any such Membership Units valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Grantee has held for at least six months (or attestation to the ownership) such lesser period of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (iCompany’s accountants), through the withholding of Membership Units (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee any such Membership Units valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Time Option shall be net in a manner that is compliant with applicable law, or a combination of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.foregoing methods;
(c) Notwithstanding full payment in cash of any other provision hereof or taxes due in respect of such exercise in cash, except that upon any termination of the PlanGrantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, no portion the Grantee may make payment of this Stock Option shall be exercisable after the Expiration Date hereof.any such taxes under any method described in Section 4.3(b) above;
(d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee;
(e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Time Option, except as otherwise agreed to by the Company under the Plan;
(f) in the event the Time Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise the option; and
(g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of the exercise price Time Option does not violate the Securities Act of this Stock Option even if the stock to be so tendered has not1933, at the time of tenderas amended, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to and may issue stop-transfer orders covering such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodMembership Units.
Appears in 3 contracts
Sources: Time Option Award Agreement (Academy Sports & Outdoors, Inc.), Time Option Award Agreement (Academy Sports & Outdoors, Inc.), Time Option Award Agreement (Academy Sports & Outdoors, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may An executed exercise this Stock Option only agreement in the following manner: from time form attached hereto as Exhibit A (the "EXERCISE AGREEMENT") signed by the Holder or the other person then entitled to time on exercise the Option or prior portion, stating that the Option or portion is thereby exercised, such Exercise Agreement complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the Expiration Date consent of this Stock Optionthe Committee, the Optionee may give written or electronic notice by delivery to the Company to of other shares of Common Stock of the attention Company that (A) in the case of shares acquired upon exercise of the Option or upon the exercise of an option under any stock option plan of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods Holder for more than six months on the date of surrender or such other period as may be required by to avoid a charge to the AdministratorCompany's earnings for financial reporting purposes, and (B) have a Fair Market Value on the exercise date equal to the aggregate exercise price of the shares as to which said Option shall be exercised. THE USE OF SHARES OF THE COMPANY'S COMMON STOCK TO PAY THE OPTION PRICE MAY HAVE INCOME TAX CONSEQUENCES FOR THE HOLDER; or
(iii) With the consent of the Committee, a recourse promissory note duly executed and delivered by the Optionee delivering Holder in the principal amount of the exercise price thereof, or any portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as the Committee may establish in its sole and absolute discretion; or
(iv) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Holder or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company a properly executed if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise notice together with irrevocable instructions of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to a broker the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to promptly deliver in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company cash (or a check payable and acceptable other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, shares of the Company's Common Stock issuable to the Company to pay Holder upon exercise of the option purchase priceOption, or any of the consideration provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of foregoing subsections (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company preceding paragraph (b), or of the transfer agent of the Option Shares will any combination thereof may be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require used to satisfy itself that the issuance all or part of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. such payment (THE USE OF SHARES OF THE COMPANY'S COMMON STOCK TO SATISFY THE HOLDER'S WITHHOLDING OBLIGATION MAY HAVE INCOME TAX CONSEQUENCES FOR THE HOLDER); and
(e) In the event the Optionee chooses Option or portion shall be exercised pursuant to pay Section 3.1 by any person or persons other than the purchase price by previously-owned shares Holder, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Notwithstanding anything contained herein to the contrary, the number Committee may, in its sole discretion, limit or restrict the use of shares Shares of the Company's Common Stock transferred issuable to the Optionee Holder upon the exercise of the Stock Option shall be net to satisfy the exercise price or the tax withholding consequences of such exercise (i) to such periods following the date of release of the Shares attested to.
(b) The shares quarterly or annual summary statement of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records sales and earnings of the Company or of and/or to such other periods as the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations Committee shall, in connection its sole discretion, deem appropriate and (ii) in accordance with such transfer other rules and with regulations as the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed Committee may determine to be the holder of, necessary or appropriate from time to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stocktime.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Daisytek International Corporation /De/), Non Qualified Stock Option Agreement (Daisytek International Corporation /De/), Non Qualified Stock Option Agreement (Daisytek International Corporation /De/)
Manner of Exercise. (a) The Optionee Option, or any portion thereof, may exercise this Stock Option only in be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of time when the Option Shares purchasable at the time of or such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: portion thereof becomes unexercisable under Section 4:
(i) A written exercise notice in cash, by certified or bank check or other instrument acceptable substantially in the form attached as Exhibit B to the Company; (ii) subject to the Company’s approval, through the delivery Grant Notice (or attestation to the ownership) of shares of Stock that have been purchased such other form as is prescribed by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as Administrator, which may be required an electronic form) (the “Exercise Notice”) signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such Exercise Notice complying with all applicable rules established by the Administrator; and
(iiiii) Subject to Section 5(f) of the Plan, full payment for the Shares with respect to which the Option or portion thereof is exercised by:
(A) Cash or check, payable to the order of the Company; or
(B) With the consent of the Administrator, surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise; or
(C) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by the Optionee delivering Participant to the Company of an irrevocable and unconditional undertaking by a properly executed creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise notice together with price or (B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly deliver to the Company cash or a check payable and acceptable to the Company sufficient to pay the option purchase exercise price; or
(D) With the consent of the Administrator, provided that in any other form of payment permitted under Section 5(f) of the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedurePlan; or or
(ivE) a any combination of (i), (ii) and the above permitted forms of payment; and
(iii) above. Payment instruments will be received subject Subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (iSection 9(e) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion full payment for any applicable withholding taxes in cash or by check or in the form of this Stock Option shall be exercisable after consideration permitted by the Expiration Date hereof.
(d) Without derogating from Administrator for the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock pursuant to Section 3(c)(ii) above or pursuant to Section 3(d) below, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 3(c)(ii)(C) above; and
(iv) In the event the Option even if the stock or portion thereof shall be exercised pursuant to be so tendered has notSection 3.1 by any person or persons other than Participant, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) appropriate proof of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (GTX Inc /De/), Stock Option Agreement (Airgain Inc), Stock Option Agreement (Airgain Inc)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; provided that, in the following manner: from time case of an Optionee's termination of employment by the Company or any of its Subsidiaries or Affiliates without Cause or by the Optionee for Good Reason, or by the Optionee as a result of a Qualified Retirement payment for the shares with respect to time which such Option or portion thereof is exercised may be made on or prior a net basis, such that without the exchange of any funds, such Optionee receives that number of shares that would otherwise be issuable upon a cash exercise of such Options less that number of shares having a Fair Market Value equal to the Expiration Date aggregate exercise price that would otherwise have been paid by such Optionee for the number of this Stock Optionshares with respect to which such Option is being excercised;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may give written be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or electronic notice other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the attention of representation and agreement referred to above; provided, however, that the Company’s Treasurer or his or her designee of his or her election Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to purchase some or all of ensure the Option Shares purchasable at the time observance and performance of such notice. This notice shall specify representation and agreement and to effect compliance with the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one Act and any other federal or more of the following methods: state securities laws or regulations;
(id) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering Full payment to the Company a properly executed of all amounts which, under federal, state or local law, it is required to withhold upon exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon Option; and
(ie) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 3 contracts
Sources: Stock Option Agreement (Sealy Mattress CORP), Stock Option Agreement (Sealy Mattress CORP), Stock Option Agreement (Sealy Mattress CORP)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivering to the Secretary of the Company all of the following manner: from time to time on or prior to the Expiration Date time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of this Stock Option, all of the Optionee may give written or electronic notice to foregoing shall be determined in the Company to the attention discretion of the Company’s Treasurer :
(a) notice in writing signed by the Optionee or his any other person then entitled to exercise the Option or her designee of his portion thereof, stating that the Option or her election to purchase some or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) full payment of the exercise price applicable to any Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to check, in Membership Units (any such Membership Units valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Optionee has held for at least six months (or attestation to the ownership) such lesser period of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (iCompany’s accountants), through the withholding of Membership Units (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee any such Membership Units valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Membership Unit Option shall be net in a manner that is compliant with applicable law, or a combination of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.foregoing methods;
(c) Notwithstanding full payment in cash of any other provision hereof or taxes due in respect of such exercise in cash, except that upon any termination of the PlanOptionee’s Employment under a circumstance described in Section 3.2(b) or (c) above, no portion the Optionee may make payment of this Stock Option shall be exercisable after the Expiration Date hereof.any such taxes under any method described in Section 4.3(b) above;
(d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee;
(e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option, except as otherwise agreed to by the Company under the Plan;
(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option; and
(g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of the exercise price Option does not violate the Securities Act of this Stock Option even if the stock to be so tendered has not1933, at the time of tenderas amended, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to and may issue stop-transfer orders covering such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodMembership Units.
Appears in 3 contracts
Sources: Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3 above:
(a) The Optionee may An exercise this Stock Option only notice in substantially in the following manner: from time form attached as Exhibit A hereto (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by Participant or any other person then entitled to time exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all Applicable Laws established by the Administrator;
(b) Subject to Section 5.6 of the Plan:
(i) Full payment (in cash or by check) for the Shares with respect to which the Option or portion thereof is exercised; or
(ii) With the consent of the Administrator, by delivery of Shares then issuable upon exercise of the Option having a Fair Market Value on or prior the date of delivery equal to the Expiration Date aggregate exercise price of this Stock Optionthe Option or exercised portion thereof; or
(iii) On and after the date the Company becomes a Publicly Listed Company, through the Optionee may give written or electronic notice (A) delivery by Participant to the Company of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the attention Company sufficient funds to pay the exercise price or (B) delivery by Participant to the Company of the Company’s Treasurer or his or her designee a copy of his or her election irrevocable and unconditional instructions to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument a broker acceptable to the Company; (ii) subject Company to deliver promptly to the Company’s approval, through Company cash or a check sufficient to pay the delivery (or attestation exercise price; provided that payment is then made to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods at such time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or or
(iv) a With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or
(v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs;
(i), (iic) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of full payment for any agreementapplicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, statement or other evidence that which, following the date the Company may require to satisfy itself that becomes a Publicly Listed Company shall include the issuance method provided for in Section 5.6(a) of Stock to be purchased pursuant the Plan;
(d) If the Company is a not a Publicly Listed Company, the Investment Representation Statement in the form attached as Exhibit A-1 to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Exercise Notice executed by Participant; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereofSection 3.1 above by any person or persons other than Participant, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Neumora Therapeutics, Inc.), Stock Option Agreement (Neumora Therapeutics, Inc.), Stock Option Agreement (Biomea Fusion, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) The Optionee may An Exercise Notice in writing signed by Holder or any other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the following manner: from time to time on or prior form attached as Exhibit C to the Expiration Date of this Stock Option, Grant Notice (or such other form as is prescribed by the Optionee may give written or electronic notice Administrator); and
(b) Subject to the Company to the attention Section 6.2(d) of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Plan:
(i) Full payment (in cash, cash or by certified check) for the shares with respect to which the Option or bank check or other instrument acceptable to the Companyportion thereof is exercised; or
(ii) subject to With the Company’s approvalconsent of the Administrator, such payment may be made, in whole or in part, through the delivery (or attestation to the ownership) of shares of Common Stock that which have been purchased owned by Holder for at least six (6) months, duly endorsed for transfer to the Optionee Company with a Fair Market Value on the open market date of delivery equal to the aggregate exercise price of the Option or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorexercised portion thereof; or
(iii) by To the Optionee delivering extent permitted under applicable laws, through the delivery of a notice that ▇▇▇▇▇▇ has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company a properly executed in satisfaction of the Option exercise notice together with irrevocable instructions to a broker to promptly deliver price, provided, that payment of such proceeds is made to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition upon settlement of such payment proceduresale; or or
(iv) a With the consent of the Administrator, any combination of the consideration provided in the foregoing paragraphs (i), (ii) and (iii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Administrator, signed by Holder or the other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. Payment instruments will be received subject The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to collectionensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. The transfer Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the Optionee effect that any subsequent transfer of shares acquired on an Option exercise does not violate the records of the Company or of the Securities Act, and may issue stop-transfer agent orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option Shares will be contingent upon shall bear an appropriate legend referring to the provisions of this subsection (ic) and the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or agreements herein. The written representation and agreement referred to in the Plan or in any other agreement or provision first sentence of lawsthis subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(iiid) the The receipt by the Company of full payment for such shares, including payment of any agreementapplicable withholding tax, statement or other evidence that which in the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale discretion of the shares of Stock will Administrator may be in compliance with applicable laws and regulations. the form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereofSection 4.1 by any person or persons other than Holder, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Leap Wireless International Inc), Stock Option Agreement (Leap Wireless International Inc), Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) The An Exercise Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the following manner: from time to time on form attached as Exhibit A (or prior to such other form as is prescribed by the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Committee); and
(i) Full payment (in cashcash or by check) for the shares with respect to which the Option or portion thereof is exercised, by certified or bank check or other instrument acceptable to the Companyextent permitted under applicable laws; or
(ii) subject to To the Company’s approvalextent permitted under applicable laws, through the delivery (or attestation of a notice that the Optionee has placed a market sell order with a broker with respect to the ownership) of shares of Stock then issuable upon exercise of the Option, and that have the broker has been purchased directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence person then entitled to exercise such Option or portion thereof, stating that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will be indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with applicable the Securities Act and any other federal or state securities laws and or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state, local or foreign tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Renovis Inc), Stock Option Agreement (Sunesis Pharmaceuticals Inc), Stock Option Agreement (Sunesis Pharmaceuticals Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.3 above:
(a) The Optionee may An exercise this Stock Option only notice in substantially in the following manner: from time to time on or prior form attached as Exhibit B to the Expiration Date Grant Notice (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all Applicable Laws established by the Administrator;
(b) Subject to Section 5.6 of this Stock Optionthe Plan:
(i) Full payment (in cash or by check) for the Shares with respect to which the Option or portion thereof is exercised; or
(ii) With the consent of the Administrator, by delivery of Shares then issuable upon exercise of the Optionee may give written Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or electronic notice exercised portion thereof; or
(iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Participant to the Company of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the attention Company sufficient funds to pay the exercise price or (B) delivery by Participant to the Company of the Company’s Treasurer or his or her designee a copy of his or her election irrevocable and unconditional instructions to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument a broker acceptable to the Company; (ii) subject Company to deliver promptly to the Company’s approval, through Company cash or a check sufficient to pay the delivery (or attestation exercise price; provided that payment is then made to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods at such time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or or
(iv) a With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or
(v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs;
(i), (iic) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of full payment for any agreementapplicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, statement or other evidence that which, following the date the Company may require to satisfy itself that becomes a Publicly Listed Company shall include the issuance method provided for in Section 5.6(a) of Stock to be purchased pursuant the Plan;
(d) If the Company is a not a Publicly Listed Company, the Investment Representation Statement in the form attached as Exhibit B-1 to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Exercise Notice executed by Participant; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereofSection 3.1 above by any person or persons other than Participant, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 3 contracts
Sources: Stock Option Agreement (Broadscale Acquisition Corp.), Stock Option Agreement (Sana Biotechnology, Inc.), Stock Option Agreement (Spruce Biosciences, Inc.)
Manner of Exercise. (a) The Optionee may exercise Option can be exercised only by Grantee or other proper party as described in Section 2(b), Section 3(b), Section 3(c), Section 3(d), Section 3(e), Section 3(f) and/or Section 4(c) of this Stock Agreement, in whole Common Shares, upon meeting the applicable vesting requirements for the Option only represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in the following manner: its sole and absolute discretion for any reason or no reason at any time and from time to time time. The instruction to exercise the Option must be made by a person entitled to exercise the Option and shall (i) include, among other things, the number of Common Shares as to which the Option is being exercised, (ii) contain a representation and agreement as to Grantee's investment intent with respect to the Common Shares in a form satisfactory to the Company (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended (“Securities Act”), is in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator.
(b) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier's check.
(c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) on the Expiration Date (or the last trading day prior to the Expiration Date of this Stock Option(if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), the Optionee may give written all or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares purchasable to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Grantee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, penalty and/or interest obligations, Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) shall be required at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment automatic exercise of the purchase price for Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option Shares may be made by one prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Grantee’s inadvertent failure to exercise all or more any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the following methods: Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (i) in cashincluding without limitation, by certified or bank check or other instrument acceptable to the Company; (ii) subject to Administrator and the Company’s approval, through Grantees and agents) arising out of or relating to the delivery automatic exercise procedure pursuant to this Section 4(c) (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (ifailure thereof), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the Optionee on the records of the Company or of the transfer agent automatic exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price does occur, or does not occur for any reason or no reason whatsoever and/or the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofactually expires.
(d) Without derogating from Unless notified by the foregoingCompany or the Administrator to the contrary, “statutory option stock” the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company within five (as defined below5) may be tendered in business days following the date that the Company determines that all requirements for issuance of the Common Shares have been properly completed, including, without limitation, payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the all applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stockwithholding taxes. The Optionee acknowledges that Company shall have no obligation to issue the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through Common Shares upon the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment any portion of the Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise price shall be void and of no effect if all requisite events have not been accomplished. (e) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall be accompanied by written representation exercised or the book entries, as applicable, may be registered only in the name of Grantee (or if Grantee so requests in form satisfactory the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee's family, with the right of survivorship, or in the event of the death of Grantee, in the name of such survivor of Grantee as the person with the right to exercise the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption shall designate).
Appears in 2 contracts
Sources: Executive Officer Stock Option Agreement (Hughes Satellite Systems Corp), Stock Option Agreement (EchoStar CORP)
Manner of Exercise. (ak) The Optionee may exercise Option can be exercised only by Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Stock Agreement, in whole Common Shares, upon meeting the applicable vesting requirements for the Option only represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in the following manner: its sole and absolute discretion for any reason or no reason at any time and from time to time on or prior time. The instruction to exercise the Option must be made by a person entitled to exercise the Option and shall (i) include, among other things, the number of Common Shares as to which the Option is being exercised, (ii) contain a representation and agreement as to Grantee’s investment intent with respect to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice Common Shares in a form satisfactory to the Company to the attention (unless a Prospectus meeting applicable requirements of the Company’s Treasurer or his or her designee Securities Act of his or her election 1933, as amended (“Securities Act”), is in effect for the Common Shares being purchased pursuant to purchase some or all exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares purchasable at designated in the time instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such notice. This notice other manner pursuant to the then-applicable procedures implemented by the Administrator.
(l) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall specify pay the number of Option Shares to be purchased. Payment of the purchase price Price for the Option Common Shares may be made purchased in cash or by one certified or more bank cashier’s check.
(m) If, upon the close of trading on the following methods: NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) (i) in cashthe event of a termination of the Grantee’s employment as contemplated by Section 3(a) of this Agreement, by certified or bank check or other instrument acceptable to on the Company; earlier of (x) the last day of the One Month Period, and (y) the Expiration Date, (ii) subject to in the Companyevent of a termination of the Grantee’s approval, through the delivery (or attestation to the ownershipemployment as contemplated by Section 3(c) of shares of Stock that have been purchased by the Optionee this Agreement, on the open market earlier of (x) the last day of the Death or that are beneficially owned by Disability Post-Termination Exercise Period, and (y) the Optionee Expiration Date, and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by in any other circumstance where all or any portion of the Optionee delivering to Option is then outstanding and exercisable on the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to Expiration Date, on the Company cash or a check payable and acceptable to Expiration Date (the Company to pay the option purchase price, provided that dates in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of clauses (i), (ii) ), and (iii) above. Payment instruments will be received subject ), as applicable (or the last trading day prior to collection. The transfer to any such date (if such date is not a trading day)), the Optionee on the records of the Company “Expiration Exercise Date”), all or of the transfer agent any portion of the Option Shares will is vested and exercisable, then the vested and exercisable portion of the Option shall be contingent automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures: (i) the Company’s receipt from following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the Optionee automatic exercise of the full purchase price Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option Sharespursuant to this Section 4(c); (B) the Administrator’s fees and commissions, as set forth aboveif any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the fulfillment number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Grantee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, penalty and/or interest obligations, Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the Company, shall be solely responsible and liable for payment of any other requirements contained herein or deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the Plan issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or in any other agreement proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against ▇▇▇▇▇▇▇’s inadvertent failure to exercise all or provision any portion of lawsan “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (iiiincluding without limitation, the Administrator and the Company’s Grantees and agents) arising out of or relating to the receipt automatic exercise procedure pursuant to this Section 4(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires.
(n) Unless notified by the Company or the Administrator to the contrary, the Common Shares issuable on exercise of any agreement, statement or other evidence the Option shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Company may require to satisfy itself determines that the all requirements for issuance of Stock the Common Shares have been properly completed, including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to be purchased pursuant to issue the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee Common Shares upon the exercise of any portion of the Stock Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.
(o) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall be net exercised or the book entries, as applicable, may be registered only in the name of Grantee (or if Grantee so requests in the notice of exercise of the Shares attested to.
(b) The shares Option, jointly in the name of Stock purchased upon Grantee and with a member of Grantee’s family, with the right of survivorship, or in the event of the death of ▇▇▇▇▇▇▇, in the name of such survivor of Grantee as the person with the right to exercise of this Stock the Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockdesignate).
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Employee Stock Option Agreement (Hughes Satellite Systems Corp), Employee Stock Option Agreement (EchoStar CORP)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject Subject to the Company’s approvalcode of conduct and securities trading policies as in effect from time to time, through the delivery (this Award, or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as exercisable portion thereof, may be required exercised solely by the Administrator; (iii) by the Optionee delivering to the Company or its designated agent all of the following prior to the time when the Award or such portion expires under Section 3.2:
(a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Grantee or other person then entitled to exercise the Award, stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a properly executed exercise notice together combination thereof) to satisfy the minimum withholding tax obligation with respect to which the Award or portion thereof is exercised or (ii) indication that the Grantee elects to satisfy the withholding tax obligation through an arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option sell Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee obtained upon the exercise of the Stock Option shall Award and to deliver promptly to the Company an amount to satisfy the minimum withholding tax obligation that would otherwise be net required to be paid by the Grantee to the Company pursuant to clause (i) of the Shares attested to.
this subsection (b), or (iii) The shares if made available by the Company, indication that the Grantee elects to have the number of Stock purchased Shares that would otherwise be issued to the Grantee upon exercise of this Stock Option shall be transferred such Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the Optionee on payment to satisfy the records of minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder clause (i) of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockthis subsection (b).
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held If required by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveCompany, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by a bona fide written representation (and agreement, in a form satisfactory to the Company) stating whether such stock has been held , signed by the Optionee Grantee or other person then entitled to exercise such Award or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable minimum statutory holding periodrules and regulations thereunder, and that the Grantee or other person then entitled to exercise such Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(d) In the event the Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise the Award. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of this Award (or portion thereof) does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of any portion of this Award shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Appears in 2 contracts
Sources: Stock Appreciation Rights Agreement (HCA Healthcare, Inc.), Stock Appreciation Rights Agreement (HCA Healthcare, Inc.)
Manner of Exercise. (al) The Optionee may exercise Option can be exercised only by Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Stock Agreement, in whole Common Shares, upon meeting the applicable vesting requirements for the Option only represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in the following manner: its sole and absolute discretion for any reason or no reason at any time and from time to time on or prior time. The instruction to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at must be made by a person entitled to exercise the time of such notice. This notice Option and shall specify (i) include, among other things, the number of Option Common Shares as to be purchased. Payment of the purchase price for which the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i)is being exercised, (ii) contain a representation and (iii) above. Payment instruments will be received subject agreement as to collection. The transfer Grantee’s investment intent with respect to the Optionee on Common Shares in a form satisfactory to the records Company (unless a Prospectus meeting applicable requirements of the Company or Securities Act of 1933, as amended (“Securities Act”), is in effect for the Common Shares being purchased pursuant to exercise of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of lawsOption), and (iii) be accompanied by payment in full of the receipt Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator.
(m) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.
(n) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) (i) in the event of a termination of the Grantee’s employment as contemplated by Section 3(a) of this Agreement, on the earlier of (x) the last day of the One Month Period, and (y) the Expiration Date, (ii) in the event of a termination of the Grantee’s employment as contemplated by Section 3(c) of this Agreement, on the earlier of (x) the last day of the Death or Disability Post-Termination Exercise Period, and (y) the Expiration Date, (iii) in the event of a termination of the Grantee’s employment as contemplated by Section 3(e) of this Agreement, on the earlier of (x) the last day of the Change in Control One Month Period, and (y) the Expiration Date, and (iv) in any other circumstance where all or any portion of the Option is then outstanding and exercisable on the Expiration Date, on the Expiration Date (the dates in clauses (i) – (iv), as applicable (or the last trading day prior to any such date (if such date is not a trading day)), the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Grantee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, penalty and/or interest obligations, Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the Company, shall be solely responsible and liable for payment of any agreementdeficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, statement and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other evidence proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against ▇▇▇▇▇▇▇’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Administrator and the Company’s Grantees and agents) arising out of or relating to the automatic exercise procedure pursuant to this Section 4(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires.
(o) Unless notified by the Company or the Administrator to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Company may require to satisfy itself determines that the all requirements for issuance of Stock the Common Shares have been properly completed, including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to be purchased pursuant to issue the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee Common Shares upon the exercise of any portion of the Stock Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.
(p) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall be net exercised or the book entries, as applicable, may be registered only in the name of Grantee (or if Grantee so requests in the notice of exercise of the Shares attested to.
(b) The shares Option, jointly in the name of Stock purchased upon Grantee and with a member of Grantee’s family, with the right of survivorship, or in the event of the death of Grantee, in the name of such survivor of Grantee as the person with the right to exercise of this Stock the Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockdesignate).
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Executive Officer Stock Option Agreement (EchoStar CORP), Executive Officer Stock Option Agreement (Hughes Satellite Systems Corp)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time Subject to time on or Sections 3.02(b) and 3.03, prior to the Expiration Date of this Stock OptionDate, Warrants may be exercised by a Holder in full or in part no later than 5:00 P.M., New York time, on any Business Day (the Optionee may give written or electronic notice “Exercise Date”), by
(i) on the Exercise Date, (x) delivery to the Company Warrant Agent at its office of the related Warrant Certificate, in the case of Warrants issued in certificated form, or (y) delivery of the Warrant through the systems of the Depositary, in the case of Warrants issued in global form;
(ii) on the Exercise Date, delivery to the attention Warrant Agent of the Company’s Treasurer or his or her designee of his or her an election to purchase some Warrant Shares in the applicable form included in Exhibit A, duly completed and signed by the Holder; and
(iii) either (A) payment in United States dollars by certified or all official bank check payable to the order of the Option Shares purchasable at Company or by wire transfer of immediately available funds to an account of the time Company (as designated by the Company by notice in writing to the Holders pursuant to Section 8.04) or (B) no earlier than the Business Day following the Exercise Date, surrendering notes of an applicable series of Designated Notes (with a principal amount of $1,000 or any whole multiple thereof) with a stated aggregate principal amount (regardless of the then current market value of such notice. This notice shall specify Designated Notes), excluding any accrued and unpaid interest, if any, as of the applicable date of surrender, in each case equal (or, in the case of surrender pursuant to clause (iii)(B) in an amount at least equal) to the Exercise Price multiplied by the number of Option Common Shares to be (excluding the Incentive Share Fraction, if any) thereby purchased. Payment , subject, in the case of Designated Notes held through the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashDepositary, by certified or bank check or other instrument acceptable to the Company; (ii) subject to Depositary’s applicable procedures and the Company’s approvalrelevant Holder effecting, or arranging for, the transfer of such Designated Notes through the delivery Depositary’s deposit and withdrawal at custodian (or attestation to DWAC) system.
(b) In the ownership) case of shares of Stock that have been purchased by a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that requirements in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (iSection 3.04(a)(i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to above through the Optionee on relevant Agent Member in accordance with the records procedures of the Company or Depositary, except in the case of transactions described in clause (iii)(B), in which case such requirements shall be satisfied in accordance with the protocol set forth on Exhibit B of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option SharesWarrant Certificate, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any accordance with such other agreement or provision of laws, and (iii) the receipt procedures as shall be agreed by the Company and the Warrant Agent. All principal of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance applicable series of Stock to be purchased Designated Notes surrendered pursuant to the exercise of Stock Options under the Plan and any subsequent resale Section 3.04(a)(iii)(B) in excess of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price Exercise Price multiplied by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred Common Shares (excluding the Incentive Share Fraction, if any) thereby purchased shall be forfeited to the Optionee upon Company by the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with Holder surrendering such transfer Designated Notes and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect refunded to such shares of StockHolder.
(c) Notwithstanding All unpaid interest that has accrued up to, but excluding, the date that any other provision hereof or notes of an applicable series of Designated Notes are duly surrendered pursuant to Section 3.04(a)(iii)(B) (including interest on the amount deemed forfeited pursuant to Section 3.04(b), if any)shall be forfeited to the Company by the Holder surrendering such Designated Notes and shall not be refunded to such Holder; provided if such Designated Note is surrendered between a record date and interest payment date, interest will be paid on the interest payment date with respect to the principal balance of the Plan, no portion Designated Note as of this Stock Option shall be exercisable after the Expiration Date hereofrecord date.
(d) Without derogating If any of (w) the Warrant Certificate or (x) the election to purchase Warrant Shares, is received by the Warrant Agent after 5:00 P.M., New York time, on the date specified in Section 3.04(a), the Warrants will be deemed to be received and exercised on the next succeeding Business Day, which shall be the Exercise Date thereof. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
(e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, such Global Warrant shall be surrendered by the Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian.
(f) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the request of the Holder, to receive from the Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then exercised.
(g) If a Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable.
(h) Notwithstanding the foregoing, “statutory option stock” (as defined below) may be tendered or anything in payment Section 8.03 to the contrary, the Company shall have the right, in its sole discretion, to alter, waive, revise, adjust, change or modify the requirements, time periods or other mechanics of the exercise price process of this Stock Option even if exercising the stock to be so tendered has not, Warrants.
(i) If a Common Share Shelf Registration Statement is not effective at the time Exercise Date or a prospectus relating to the issuance of tenderWarrant Shares is not current, been held by the Optionee for Holders will be able to exercise their Warrants only on a net share settled basis pursuant to the applicable minimum statutory holding period required to receive exemption from the tax benefits afforded registration requirements of the Securities Act under Section 421(a3(a)(9) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock and as described in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodSection 3.05(b).
Appears in 2 contracts
Sources: Warrant Agreement (Nabors Industries LTD), Warrant Agreement
Manner of Exercise. Any exercisable portion of the Option may be exercised solely by delivering to the Office of the Secretary of the Company at the Company’s principal office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The notice in writing signed by the Optionee may or the other Person then entitled to exercise this Stock the Option only in or portion thereof, stating that the following manner: from time to time Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; provided, that such rules do not impose any substantive requirements on or prior to the Expiration Date Optionee which are inconsistent with the terms of this Stock Option, Agreement or the Optionee may give written or electronic notice to the Company to the attention Plan;
(b) full payment of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the aggregate Class C Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price Price for the Class C Shares and the aggregate Class V Option Shares may be made by one Price for the Class V Shares, in each case with respect to which such Option or more of the following methods: portion thereof is exercised (i) in cash, cash (by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (wire transfer or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (ithe foregoing), (ii) by a “net exercise” method whereby (A) the aggregate Class C Option Price for the Class C Shares being acquired upon exercise is satisfied by the Company withholding, from the Class C Shares otherwise issuable to the Optionee, that number of Class C Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the product of (x) the Class C Option Price and (y) the number of Class C Shares with respect to which the Option is being exercised and (B) the aggregate Class V Option Price for the Class V Shares being acquired upon exercise is satisfied by the Company withholding from the Class V Shares otherwise issuable to the Optionee, that number of Class V Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the product of (x) the Class V Option Price and (y) the number of Class V Shares with respect to which the Option is being exercised, or (iii) above. Payment instruments will be received subject to collection. The transfer any combination of the foregoing methods, as elected by the Optionee;
(c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee on the records of the Company or of the transfer agent of the other Person then entitled to exercise such Option Shares will be contingent upon or portion thereof, stating that (i) unless the Company’s receipt from Shares are registered on a Form S-8 or the Optionee of Company in its sole discretion determines that another exemption applies, the full purchase price for individual exercising the Option Shares, as set forth above, is an accredited investor (within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and are being acquired for the Optionee’s name shall have been entered own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the stockholder Securities Act; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of record on such representation and agreement and to effect compliance with the books of the Company. Thereupon, the Optionee shall have full voting, dividend Securities Act and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof federal or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.state securities laws or regulations;
(d) if such exercise is for any Class C Shares, unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Management Stockholders Agreement with respect to Class C Shares to the same extent as a Management Stockholder thereunder, as provided as Annex A to the Management Stockholders Agreement;
(e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and
(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) may any subsequent transfer of Class C Shares shall be tendered in payment subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Class C Shares acquired on exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to Option does not violate the Securities Act, and may, in its reasonable discretion, issue stop-transfer orders covering such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodClass C Shares.
Appears in 2 contracts
Sources: Stock Option Agreement (Dell Technologies Inc), Stock Option Agreement (Dell Technologies Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may Notice in writing signed by the Employee or the other person then entitled to exercise this the Option or portion, stating that the Option or portion is thereby exercised and stating the number of shares with respect to which the Option or portion is exercised, such notice complying with all applicable rules established by the Plan Administrator; and
(i) Full payment (in cash or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Plan Administrator, a copy of instructions to a broker directing such broker to sell the number of shares of Common Stock for which such Option only in the following manner: from time is exercised, and to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice remit to the Company to the attention aggregate exercise price under such Option for such shares (a "cashless exercise"); or
(iii) With the consent of the Plan Administrator, shares of the Company’s Treasurer or his or her designee of his or her election 's Common Stock owned by the Employee duly endorsed for transfer to purchase some or all the Company with a fair market value (as determined under Section 2.6 of the Plan) on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Option Shares purchasable or portion is exercised; or
(iv) With the consent of the Plan Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the time imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Plan Administrator. The Plan Administrator may also prescribe the form of such noticenote and the security to be given for such note. This notice The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; and
(c) A bona fide written representation and agreement, in a form satisfactory to the Plan Administrator, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Plan Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Plan Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall specify bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation arid agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment (in cash or by check) to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Plan Administrator, (i) a copy of instructions to a broker directing such broker to sell a number of Option Shares shares of Common Stock sufficient to be purchased. Payment make such payment, and to remit to the Company the amount required to satisfy such payment, or (ii) shares of the purchase price Company's Common Stock owned by the Employee duly endorsed for transfer with a fair market value (as determined under Section 2.6 of the Option Shares may be made by Plan) on the date of delivery equal to the amount required to satisfy such payment, or (iii) a combination of one or more of the following foregoing payment methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering used to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash make all or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition part of such payment procedure; or payment;
(ive) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Employee, appropriate proof of Stock through the attestation method, right of such person or persons to exercise the Option; and
(f) Delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Employee (or his designee) a certificate for the number of shares of Common Stock transferred to for which the Optionee upon Option was exercised or, in the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights case of a holder with respect tocashless exercise, for any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockthat were not sold in the cashless exercise.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Annual Report, Incentive Stock Option Agreement (Cherokee Inc)
Manner of Exercise. (a) The Optionee Subject to Sections 3.02(b) and 3.03, Warrants may exercise this Stock Option only be exercised by a Holder in full or in part, on any Business Day (each, an “Exercise Date”) falling in the following manner: from time to time on or prior Exercise Period for such Series of Warrants, by
(i) (x) delivery to the Expiration Date Warrant Agent at its office of this Stock Optionthe related Warrant Certificate, in the Optionee may give written case of Warrants issued in certificated form, (y) delivery of the Warrant through the procedures of the Warrant Agent in the case of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures or (z) delivery of the Warrant through the systems of the Depositary, in the case of Global Warrants;
(ii) electronic notice delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder; and
(iii) unless a Net Exercise Period is in effect for the applicable Series of Warrants, payment in United States dollars by check payable to the order of the Company or the Warrant Agent or by wire transfer to the Company or the Warrant Agent of immediately available funds to an account of or for the benefit of the Company (as designated by the Company and available upon request from the Warrant Agent) in an amount equal to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify applicable Warrant Exercise Price multiplied by the number of Option Shares to be purchased. Payment the Series of the purchase price for the Option Shares may be made by one or more Warrants so exercised; provided that if any of the following methods: (i) in cash), by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by above has occurred on or after the Optionee delivering Close of Business on any day, it shall instead be deemed to have occurred on the Company a properly executed exercise notice together with irrevocable instructions immediately following Business Day (subject to a broker to promptly deliver to the Company cash or a check payable Sections 3.04(c) and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so 3.04(d)); and provided, further, that the Optionee and Exercise Date shall be the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination first Business Day on which all of (i), (ii) and (iii) aboveabove have occurred, as determined by the Company in consultation with the Warrant Agent. Payment instruments will be received subject to collection. The transfer Notwithstanding anything to the Optionee contrary set forth herein, the Company may, in its sole discretion, from time to time offer the Holders or their brokers the right to deliver a notice of guaranteed delivery on the records Exercise Date with respect to the Warrants in order to satisfy the delivery requirements of the Company or of the transfer agent of the Option Shares will be contingent upon clause (i) the Company’s receipt from the Optionee above as of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested toExercise Date.
(b) The shares In the case of Stock purchased upon exercise of this Stock Option a Global Warrant, any Person with a beneficial interest in such Global Warrant shall be transferred to the Optionee on the records of the Company or of the transfer agent upon effect compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof in Section 3.04(a)(i), (ii) and (iii) above through the relevant Agent Member in accordance with the procedures of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of StockDepositary.
(c) Notwithstanding Subject to Section 3.04(d), if the purported Exercise Date of any other provision hereof Warrants is or is deemed to be after the Close of the Plan, no portion of this Stock Option shall be exercisable after Business on the Expiration Date hereoffor the applicable Series of Warrants, the exercise thereof will be null and void and any funds delivered to the Warrant Agent or the Company will be returned to the Holder as soon as practicable. In no event will interest accrue on Funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
(d) Without derogating from Notwithstanding anything to the foregoingcontrary herein, “statutory option stock” (as defined below) may be tendered any otherwise valid exercise of a Warrant submitted after any applicable deadline for exercise may, in payment the sole and absolute discretion of the Company, be accepted and honored. The Company’s decision with respect to any such exercise price shall be determinative.
(e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Stock Option even if Agreement, such Global Warrant shall be surrendered by the stock Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so tendered has notthat the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian.
(f) In the case of a Definitive Warrant or book-entry Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant or book-entry Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the time request of tenderthe Holder, been held by to receive from the Optionee Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant or book-entry statement in substantially identical form for the applicable minimum statutory holding period required number of Warrants equal to receive the tax benefits afforded under Section 421(anumber of Warrants theretofore represented by such Definitive Warrant or book-entry statement less the number of Warrants then exercised.
(g) If a Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable.
(h) Unless a Net Exercise Period is in effect for a Series of the Code Warrants, if a Common Stock Shelf Registration Statement is not effective at any time or from time to time for any reason with respect to such stock. The Optionee acknowledges that the tender Warrant Shares issuable upon exercise of the Warrants of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveSeries, the term “statutory option stock” means stock acquired through the right to exercise Warrants of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option such Series shall be accompanied by written representation (automatically suspended until such Common Stock Shelf Registration Statement becomes effective as specified in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodSection 5.01.
Appears in 2 contracts
Sources: Warrant Agreement (Opendoor Technologies Inc.), Warrant Agreement (Opendoor Technologies Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or her office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Committee;
(i) Full payment (in cash, by certified check, or bank check by a combination thereof or other instrument acceptable to through tender of previously owned Shares (any such Shares valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Participant has held for at least six months (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods such other period as may be required by the Administrator; Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto)) for the Shares with respect to which such Option or portion thereof is exercised or (iiiii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee delivering to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a properly executed exercise combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) notice together with irrevocable instructions in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a broker number of Shares having an equivalent Fair Market Value to promptly deliver the payment that would otherwise be made by the Optionee to the Company cash pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or a check payable other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and acceptable without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to pay the option purchase price, provided that in the event the Optionee chooses representation and agreement referred to pay the option purchase price as so above; provided, however, that the Optionee Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition performance of such payment procedure; or (iv) a combination of (i), (ii) representation and (iii) above. Payment instruments will be received subject agreement and to collection. The transfer to effect compliance with the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of Act and any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations; and
(iiie) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/), Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Manner of Exercise. (a) The Optionee may exercise this Stock Any exercisable Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionexercisable portion thereof, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made exercised solely by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver at the addresses set out in Schedule B all of the following prior to the Company time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (in cash or a check payable and acceptable to by wire transfer, if the Company to pay the option purchase price, provided that Optionee so elects in the event notice of exercise through the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with withholding of Shares (any such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee Shares valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net in a manner that is compliant with applicable law or other form of payment if agreed by the Company) of the Exercise Price for the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to which such shares of Stock.Option or portion thereof is exercised;
(c) Notwithstanding any other provision hereof Full payment (in cash or of by wire transfer) to satisfy the Plan, no minimum withholding tax obligation with respect to which such Option or portion of this Stock Option shall be exercisable after the Expiration Date hereof.thereof is exercised;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act, if applicable and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it, to the extent required under Section 2 of the exercise price of this Stock Option even if the stock to be so tendered has notManagement Stockholder’s Agreement, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act and/or other applicable laws, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Stock Option Agreement (PRA Health Sciences, Inc.), Stock Option Agreement (PRA Health Sciences, Inc.)
Manner of Exercise. (a) The Optionee may exercise Option can be exercised only by Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Stock Agreement, in whole Common Shares, upon meeting the applicable vesting requirements for the Option only represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in the following manner: its sole and absolute discretion for any reason or no reason at any time and from time to time time. The instruction to exercise the Option must be made by a person entitled to exercise the Option and shall (i) include, among other things, the number of Common Shares as to which the Option is being exercised, (ii) contain a representation and agreement as to Grantee's investment intent with respect to the Common Shares in a form satisfactory to the Company (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended (“Securities Act”), is in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator.
(b) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier's check.
(c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) on the Expiration Date (or the last trading day prior to the Expiration Date of this Stock Option(if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), the Optionee may give written all or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares purchasable to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then‑current tax rate), penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Grantee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, penalty and/or interest obligations, Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment automatic exercise of the purchase price for Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option Shares may be made by one prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Grantee’s inadvertent failure to exercise all or more any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the following methods: Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (i) in cashincluding without limitation, by certified or bank check or other instrument acceptable to the Company; (ii) subject to Administrator and the Company’s approval, through Grantees and agents) arising out of or relating to the delivery automatic exercise procedure pursuant to this Section 4(c) (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (ifailure thereof), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the Optionee on the records of the Company or of the transfer agent automatic exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price does occur, or does not occur for any reason or no reason whatsoever and/or the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofactually expires.
(d) Without derogating from Unless notified by the foregoingCompany or the Administrator to the contrary, “statutory option stock” the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company within five (as defined below5) may be tendered in business days following the date that the Company determines that all requirements for issuance of the Common Shares have been properly completed, including, without limitation, payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the all applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stockwithholding taxes. The Optionee acknowledges that Company shall have no obligation to issue the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through Common Shares upon the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment any portion of the Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise price shall be void and of no effect if all requisite events have not been accomplished.
(e) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall be accompanied by written representation exercised or the book entries, as applicable, may be registered only in the name of Grantee (or if Grantee so requests in form satisfactory the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee's family, with the right of survivorship, or in the event of the death of Grantee, in the name of such survivor of Grantee as the person with the right to exercise the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption shall designate).
Appears in 2 contracts
Sources: Stock Option Agreement (EchoStar CORP), Employee Stock Option Agreement (EchoStar CORP)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) The An Exercise Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the following manner: from time to time on form attached as Exhibit A hereto (or prior to such other form as is prescribed by the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Committee); and
(i) Full payment (in cashcash or by check) for the shares with respect to which the Option or portion thereof is exercised, by certified or bank check or other instrument acceptable to the Companyextent permitted under applicable laws; or
(ii) subject to To the Company’s approvalextent permitted under applicable laws, through the delivery (or attestation of a notice that the Optionee has placed a market sell order with a broker with respect to the ownership) of shares of Stock then issuable upon exercise of the Option, and that have the broker has been purchased directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence person then entitled to exercise such Option or portion thereof, stating that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will be indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with applicable the Securities Act and any other federal or state securities laws and or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state, local or foreign tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 2 contracts
Sources: Stock Option Agreement (Renovis Inc), Stock Option Agreement (Renovis Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may Notice in writing signed by the Employee or the other person then entitled to exercise this Stock the Option only in or portion, stating that the following manner: from time Option or portion is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(b) Full payment for the shares with respect to time on which such Option or prior to the Expiration Date portion is thereby exercised:
(1) In cash or by check; or
(2) By delivery of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of 's Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee duly endorsed for transfer to the Company with a fair market value (as determinable under Section 4.2(b) of the Plan) on the date of delivery equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or
(3) With the consent of the Committee, by delivery of a full recourse promissory note bearing interest (at at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods payable upon such terms as may be required prescribed by the AdministratorCommittee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iii4) By means of any combination of the consideration provided in the foregoing subsections (1), (2) and (3); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee delivering Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of share acquired on an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option may bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and
(d) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Section 4.1 by any person or persons other than the terms hereofEmployee, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Calmat Co), Incentive Stock Option Agreement (Calmat Co)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock An Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares any exercisable portion thereof, may be made exercised solely by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver at the addresses set out in Schedule C all of the following prior to the Company time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (in cash or a check payable and acceptable to by wire transfer, if the Company to pay the option purchase price, provided that Optionee so elects in the event notice of exercise through the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with withholding of Shares (any such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee Shares valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net in a manner that is compliant with applicable law or other form of payment if agreed by the Company) of the Exercise Price for the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to which such shares of Stock.Option or portion thereof is exercised;
(c) Notwithstanding Full payment (in cash by wire transfer or, if vested Options are being exercised during the exercise periods specified in any other provision hereof of Sections 3.2(b), (e) or (f), as applicable, or if otherwise so agreed by the Company, through the withholding of Shares in the Plan, no same manner as provided in Section 4.3(b) above) to satisfy the Tax-Related Items (as defined in Section 4.5 below) with respect to which such Option or portion of this Stock Option shall be exercisable after the Expiration Date hereof.thereof is exercised;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the U.S. Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act, if applicable and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it, to the extent required under Section 3 of the exercise price of this Stock Option even if the stock to be so tendered has notManagement Stockholder’s Agreement, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act and/or other applicable laws, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Stock Option Agreement, Stock Option Agreement (Gardner Denver Holdings, Inc.)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to exercise the Company Option or portion thereof, stating that the Option or portion thereof is thereby exercised and indicating the extent to which the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all portion of the Option Shares purchasable at being exercised constitutes Incentive Stock Options, such notice complying with all applicable rules established by the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Committee;
(ib) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;
(c) A bona fide written representation and agreement, in a form satisfactory to the Company; (ii) subject to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods reselling said shares except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the "Act"), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with irrevocable instructions to a broker to promptly deliver the Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company cash of all amounts which, under federal, state or a check payable and acceptable local law, it is required to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records withhold upon exercise of the Company or of the transfer agent of the Option Shares will be contingent upon Option; and
(ie) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares of Stock transferred to the Optionee upon the acquired on exercise of an Option does not violate the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Stock Option shall be transferred bear an appropriate legend referring to the Optionee on provisions of subsection (c) above and the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Planagreements herein. The determination of the Company as written representation and agreement referred to such compliance shall be final and binding on the Optionee. The Optionee shall in subsection (c) above shall, however, not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred required if the shares to the Optionee, and the Optionee’s name shall be issued pursuant to such exercise have been entered registered under the Act and such registration is then effective in respect of such shares. In addition to the foregoing, after a Public Offering (as defined in the stockholder of record on the books of the Company. ThereuponManagement Stockholder's Agreement), the Optionee shall have full votingmay, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of in the PlanCommittee's good faith discretion, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in make payment of the exercise price (as required in Section 4.3(b) above) in shares of this Common Stock Option even if the stock to be so tendered has not, at the time of tender, been held by that the Optionee has held for the at least six months or otherwise pursuant to an irrevocable broker loan program established in accordance with applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodlaw.
Appears in 2 contracts
Sources: Stock Option Agreement (Rockwood Specialties Group Inc), Stock Option Agreement (Rockwood Specialties Group Inc)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in the following manner: from time to time on or prior be exercised solely by delivering to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer Secretary or his or her designee all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his agent, which date shall not be later than three (3) business days following the date on which the Option is exercised, in the event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares of Common Stock are being acquired for his or her election to purchase some own account, for investment and without any present intention of distributing or all reselling said Shares or any of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver if any sale or distribution of the Shares by such person is contrary to the Company cash or a check payable representation and acceptable agreement referred to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so above; provided, however, that the Optionee Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition performance of such payment procedure; or (iv) a combination of (i), (ii) representation and (iii) above. Payment instruments will be received subject agreement and to collection. The transfer to effect compliance with the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of Act and any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations; and
(iiie) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of shares of Stock transferred counsel acceptable to it to the Optionee upon the effect that any subsequent transfer of Shares acquired on exercise of the Stock Option shall be net does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred may bear an appropriate legend referring to the Optionee on the records provisions of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
subsection (d) Without derogating from above and the foregoingagreements herein. The written representation and agreement referred to in subsection (d) above shall, “statutory option stock” (as defined below) may however, not be tendered in payment of the exercise price of this Stock Option even required if the stock Shares to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect issued pursuant to such stock. The Optionee acknowledges that exercise have been registered under the tender Act, and such registration is then effective in respect of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Manner of Exercise. Vested Options shall be exercised pursuant to this Section 9.
(a) The Optionee Subject to such reasonable administrative regulations as the Committee may adopt from time to time, the exercise this Stock Option only in of vested Options by the following manner: Recipient shall be pursuant to procedures established by the Company from time to time and shall include the Recipient specifying the proposed date on which the Recipient desires to exercise a vested Option (the “Exercise Date”), the number of whole shares with respect to which the vested Options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares (the “Exercise Price”), or such other or different requirements as may be specified by the Company. Unless otherwise determined by the Committee, (i) on or prior to before the Expiration Exercise Date of this Stock Option, the Optionee may give written or electronic notice Recipient shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash or cash equivalents satisfactory to the attention Company, in an amount equal to the Exercise Price, or tendering shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable previously acquired Mature Common Stock having a fair market value at the time of such notice. This notice shall specify exercise equal to the number of Option Shares Exercise Price plus (if applicable) any required withholding taxes or other similar taxes, charges or fees, or, pursuant to be purchased. Payment a broker-assisted exercise program established by the Company, the Recipient may exercise vested Options by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is deducted from the proceeds of the purchase price for exercise of an Option, or in such other method permitted under the Option Shares may be made by one or more of the following methods: (i) in cashPlan, by certified or bank check or other instrument acceptable to the Company; and (ii) subject the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s approval, through transfer agent). The Company may require the delivery (Recipient to furnish or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with execute such procedures and enter into such agreements of indemnity and other agreements documents as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of reasonably deem necessary (i), ) to evidence such exercise or (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to comply with or satisfy the Optionee on the records requirements of the Company or Securities Act of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares1933, as set forth aboveamended, (ii) the fulfillment of applicable state or non-U.S. securities laws or any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested tolaw.
(b) The shares of Stock purchased upon exercise Notwithstanding any other provision of this Stock Option Agreement, the Options may not be exercised in whole or in part, (i) (A) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, (B) unless the purchase of the Exercise Shares shall be transferred to exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Optionee on Exercise Shares shall have been registered under such laws, and (C) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied or (ii) if such exercise would result in a violation of the records terms or provisions of or a default or an event of default under, any of the financing or credit agreements of the Company or any Subsidiary. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (i) (A) of the transfer agent upon compliance preceding sentence, but shall otherwise have no obligations to the satisfaction of the Company with all requirements under applicable laws take any steps to prevent or regulations remove any impediment to exercise described in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stocksentence.
(c) Notwithstanding any other provision hereof or The shares of Common Stock issued upon exercise of the Plan, no portion of this Stock Option Options shall be exercisable after registered in the Expiration Date hereofRecipient’s name, or, if applicable, in the names of the Recipient’s heirs or estate. In the Company’s discretion, such shares may be issued either in certificated form or in uncertificated, book entry form. The certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require. If delivered in certificate form, the Company may deliver a share certificate to the Recipient, or deliver shares electronically or in certificate form to the Recipient’s designated broker on the Recipient’s behalf. If the Recipient is deceased (or subject to Disability and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to the Recipient’s estate, executor, administrator, legally authorized guardian or personal representative (as applicable).
(d) Without derogating from The Company may postpone the foregoing, “statutory option stock” (issuance and delivery of any shares of Common Stock provided for under this Agreement for so long as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock Company determines to be so tendered has not, at necessary or advisable to satisfy the time following: (1) the completion or amendment of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender any registration of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveshares or satisfaction of any exemption from registration under any securities law, the term “statutory option stock” means stock acquired through the exercise rule, or regulation; (2) compliance with any requests for representations; and (3) receipt of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form proof satisfactory to the CompanyCompany that a person seeking such shares on the behalf of the Recipient upon the Recipient’s Disability (if necessary), or upon the Recipient’s estate’s behalf after the death of the Recipient, is appropriately authorized.
(e) stating whether such stock has been held by Except as otherwise provided, the Optionee for unvested Options will expire and be forfeited upon the applicable minimum statutory holding periodRecipient’s termination of Service.
Appears in 2 contracts
Sources: Stock Option Agreement (SPX FLOW, Inc.), Stock Option Agreement (SPX FLOW, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (the "Secretary") of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to exercise the Company Option or portion, stating that the Option or portion is thereby exercised upon delivery of such notice;
(i) Full payment for the shares in cash with respect to which such Option or portion is exercised; or
(ii) With the attention consent of the Committee, shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of 's Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iii) Any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are not then subject to being acquired for his own account, for investment and without any restrictions under present intention of distributing or reselling said shares or any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the Optionee delivering "Act"), and then applicable rules and regulations thereunder. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the Company a properly executed exercise notice together with irrevocable instructions provisions of this subsection (c) and the agreement referred to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so first sentence of this subsection (c); provided, however, that such legend shall not be required if the Optionee shares to be issued pursuant to such exercise have been registered under the Act, and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition registration is then effective in respect of such payment procedureshares; or and
(ivd) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Bershad Stephen W), Incentive Stock Option Agreement (Bershad Stephen W)
Manner of Exercise. The option, or any portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivery to the Secretary of the Company of all of the following items prior to the time when the option or such portion becomes unexercisable under the terms of the Plan:
(a) The Optionee may Notice in writing signed by the Recipient or the other person then entitled to exercise this the option or portion thereof, stating that the option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the Stock Option only Committee;
(b) Full payment (in cash or by cashiers' or certified check) for the following manner: from time shares with respect to time on which such option or prior portion thereof is exercised;
(c) A bona fide written representation and agreement, in a form satisfactory to the Expiration Date Stock Option Committee, signed by the Recipient or other person then entitled to exercise such option or portion thereof, stating that the shares of this Stock Optionstock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Optionee may give written Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Recipient or electronic notice other person then entitled to exercise such option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company to the attention of the Company’s Treasurer if any sale or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above. The Stock Option Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of Stock will be in such representations and agreement and to effect compliance with applicable all federal and state securities laws and or regulations. Without limiting the generality of the foregoing, the Stock Option Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option exercise does not violate the Act and may issue stop-transfer orders covering such shares. The written representations and agreement referred to in the first sentence of this subparagraph (c), however, shall not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and
(d) In the event the Optionee chooses option or any portion thereof shall be exercised pursuant to pay paragraph 4 of the purchase price Agreement by previously-owned shares of Stock through any person or persons other than the attestation methodRecipient, the number of shares of Stock transferred appropriate proof, satisfactory to the Optionee upon the exercise of the Stock Option shall be net Committee, of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodoption.
Appears in 2 contracts
Sources: Nonstatutory Stock Option Agreement (Powercerv Corp), Nonstatutory Stock Option Agreement (Powercerv Corp)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivering to the Secretary of the Company all of the following manner: from time to time on or prior to the Expiration Date time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of this Stock Optionall of the foregoing shall be determined in the good-faith, the Optionee may give written or electronic notice to the Company to the attention reasonable discretion of the Company’s Treasurer :
(a) notice in writing signed by the Optionee or his any other person then entitled to exercise the Option or her designee of his portion thereof, stating that the Option or her election to purchase some or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) full payment of the exercise price applicable to any Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to check, in Shares (any such Shares valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Optionee has held for at least six months (or attestation to the ownership) such lesser period of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (iCompany’s accountants), through the withholding of Shares (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee any such Shares valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net in a manner that is compliant with applicable law, or a combination of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.foregoing methods;
(c) Notwithstanding any other provision hereof or execution and delivery, to the extent not previously executed and delivered, of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.Stockholder’s Agreement;
(d) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option, except that upon any circumstance described in Section 3.1(b), (c) or (d) above, or as otherwise may be agreed to by the Company, the Optionee may make payment of any such taxes under any method described in Section 4.3(b) above; and
(e) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. In addition, following an Initial Public Offering, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Shares (or equity securities into which Shares are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Shares (or equity securities, as applicable) is permitted under the Stockholder’s Agreement. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the exercise price Option prior to the occurrence of this Stock Option even if an Initial Public Offering does not violate the stock to be so tendered has notSecurities Act of 1933, at as amended, and may issue stop-transfer orders covering such Shares in the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender absence of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodopinion.
Appears in 2 contracts
Sources: Option Award Agreement (Samson Lone Star, LLC), Option Award Agreement (Samson Resources Corp)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock an Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(c) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, unless the Company’s Treasurer or his or her designee of his or her election Committee permits the Optionee to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify elect to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable Optionee to the Company; Company in respect of such tax obligation, such permission not to be unreasonably withheld by the Committee;
(iid) subject A bona fide written representation and agreement, in a form satisfactory to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Stock Option Agreement (First Data Corp), Stock Option Agreement (First Data Corp)
Manner of Exercise. (a) The Optionee may exercise this Stock Any exercisable Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionexercisable portion thereof, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made exercised solely by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver at the address set out in Schedule B all of the following prior to the Company time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (in cash or a check payable and acceptable to by wire transfer, or if the Company to pay the option purchase priceOptionee so elects, provided that in the event notice of exercise through the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with withholding of Shares (any such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee Shares valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net or portion thereof in a manner that is compliant with applicable law) or other form of payment if agreed by the Company of the Exercise Price for the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to which such shares of Stock.Option or portion thereof is exercised;
(c) Notwithstanding Full payment (in cash or by wire transfer, or, if vested Options are due to expire in any other provision hereof event described in 3.2(a), 3.2(b) or 3.2(e), if the Optionee so elects in the notice of exercise through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the PlanOption or portion thereof in a manner that is compliant with applicable law), no or other form of payment if agreed by the Company, to satisfy the Optionee’s minimum withholding tax obligation with respect to which such Option or portion of this Stock Option shall be exercisable after the Expiration Date hereof.thereof is exercised;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act, if applicable and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has notit, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveextent required under the Management Stockholder’s Agreement, to the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive Option does not violate the Act or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Act and/or other applicable laws, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Stock Option Agreement (National Vision Holdings, Inc.), Stock Option Agreement (National Vision Holdings, Inc.)
Manner of Exercise. 4.1 The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Committee of all of the following prior to the time the Option or such portion becomes unexercisable under this Agreement:
(a) The Optionee may Notice in writing signed by the Option Holder or other person then entitled to exercise this the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules of the Committee; and
(i) Full payment (in cash or by check) for the Shares with respect to which the Option or portion thereof is thereby exercised; or
(ii) With the consent of the Committee, shares of Common Stock of the Company owned by the Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice Holder duly endorsed for transfer to the Company with a fair market value (as determined under the Plan) on the date of exercise equal to the attention aggregate purchase price of the Company’s Treasurer Shares with respect to which the Option or his portion thereof is exercised; or
(iii) Any combination of the consideration provided in the foregoing subsections (i) and (ii); and
(c) The payment to the Company of any amounts which it is required to withhold under federal, state or her designee of his or her election to purchase some or all local law in connection with the exercise of the Option Shares purchasable or portion thereof.
4.2 As soon as practicable after any exercise of the Option in accordance with Section 4.1, the Company shall, without commission, transfer or issuance tax or other incidental expense to the Option Holder, deliver to the Option Holder at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment principal office of the purchase price for the Option Shares may be made by one Company or more of the following methods: (i) in cash, by certified or bank check or at such other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods place as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and mutually acceptable to the Company and the Option Holder, a certificate or certificates representing the Shares as to pay which the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so Option has been exercised; provided, the Optionee however, that no Shares shall be issued and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent delivered upon exercise of the Option Shares will be contingent upon (i) unless and until, in the opinion of counsel for the Company’s receipt from the Optionee , any applicable requirements of the full purchase price for the Option SharesSecurities Act of 1933, as set forth aboveamended (the "Securities Act"), (ii) relating to the fulfillment registration of the Shares or the availability of an exemption from registration, any applicable requirements of the "blue sky" laws of any State, and any other requirements contained herein or in the Plan or in any other agreement or provision of lawslaw, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale national securities exchange on which stock of the shares same class as the Shares is then listed, or of Stock will be in compliance with applicable laws any regulatory bodies having jurisdiction over such issuance and regulations. delivery, shall have been fully satisfied or complied with.
4.3 In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Article 3.0 hereof by any person or persons other than the terms hereofOption Holder, the Company may require, prior to delivery of a certificate or certificates representing the transfer agent shall have transferred the shares Shares to the Optioneebe issued on such exercise, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereuponright of such person or persons to exercise the Option on behalf of the Option Holder.
4.4 In the event that the Option Holder disposes of Option Shares and, as a result of the disposition, recognizes ordinary income, the Optionee Option Holder shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by give written representation (in form satisfactory notice to the Company) stating whether , as soon as reasonably practicable, of such stock has been held by disposition and the Optionee for amount taxable as ordinary income to the applicable minimum statutory holding periodOption Holder as a result of the disposition.
Appears in 2 contracts
Sources: Stock Option Agreement (FNB Rochester Corp), Stock Option Agreement (FNB Rochester Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her agent, which date shall not be later than two (2) business days following the date on which the Option is exercised, in the following manner: from time event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) notice in writing that the Optionee elects to time have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); or (iii) notice in writing to the Company at least 10 days prior to date of exercise that the Optionee elects to pay the withholding tax obligation with previously owned Shares and, subject to all applicable rules established by the Committee, the delivery (or deemed delivery, as allowed by the Committee) on or prior to the Expiration Date date of this Stock Optionexercise of such Shares having a Fair Market Value equal to the withholding amount;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may give written be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or electronic notice other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the attention of representation and agreement referred to above; provided, however, that the Company’s Treasurer or his or her designee of his or her election Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to purchase some or all of ensure the Option Shares purchasable at the time observance and performance of such notice. This notice shall specify representation and agreement and to effect compliance with the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Act and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations; and
(iiie) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of shares of Stock transferred counsel acceptable to it to the Optionee upon the effect that any subsequent transfer of Shares acquired on exercise of the Stock Option shall be net does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred may bear an appropriate legend referring to the Optionee on the records provisions of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
subsection (d) Without derogating from above and the foregoingagreements herein. The written representation and agreement referred to in subsection (d) above shall, “statutory option stock” (as defined below) may however, not be tendered in payment of the exercise price of this Stock Option even required if the stock Shares to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect issued pursuant to such stock. The Optionee acknowledges that exercise have been registered under the tender Act, and such registration is then effective in respect of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Manner of Exercise. (a) The Optionee Subject to Section 3.02(b) and Section 3.03, Warrants may exercise this Stock Option only be exercised by a Holder in full or in part, on any Business Day (each, an “Exercise Date”) falling in the following manner: from time to time on or prior Exercise Period, by:
(i) (x) delivery to the Expiration Date Warrant Agent at its office designated for such purpose of this Stock Optionthe related Warrant Certificate, in the Optionee may give written case of Warrants issued in certificated form, (y) delivery of the Warrant through the procedures of the Warrant Agent in the case of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures or (z) delivery of the Warrant through the systems of the Depositary, in the case of Global Warrants;
(ii) electronic notice delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder; and
(iii) payment in United States dollars by check payable to the order of the Company or the Warrant Agent or by wire transfer to the Company or the Warrant Agent of immediately available funds to an account of or for the benefit of the Company (as designated by the Company and available upon request from the Warrant Agent) in an amount equal to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Warrant Exercise Price multiplied by the number of Option Shares to be purchased. Payment Warrants so exercised, provided that if any of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash), by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by above has occurred on or after the Optionee delivering Close of Business on any day, it shall instead be deemed to have occurred on the Company a properly executed exercise notice together with irrevocable instructions immediately following Business Day (subject to a broker to promptly deliver to Section 3.04(c) and Section 3.04(d)); and provided further that the Company cash or a check payable and acceptable to Exercise Date shall be the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination first Business Day on which all of (i), (ii) and (iii) aboveabove have occurred, as determined by the Company in consultation with the Warrant Agent. Payment instruments will be received subject to collection. The transfer Notwithstanding anything to the Optionee contrary set forth herein, the Company may, in its sole discretion, from time to time offer Holders or their brokers the right to deliver a notice of guaranteed delivery on the records Exercise Date with respect to Warrants in order to satisfy the delivery requirements of the Company or of the transfer agent of the Option Shares will be contingent upon clause (i) the Company’s receipt from the Optionee above as of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested toExercise Date.
(b) The shares In the case of Stock purchased upon exercise of this Stock Option a Global Warrant, any Person with a beneficial interest in such Global Warrant shall be transferred to the Optionee on the records of the Company or of the transfer agent upon effect compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof in Section 3.04(a)(i), Section 3.04(a)(ii) and Section 3.04(a)(iii) above through the relevant Agent Member in accordance with the procedures of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of StockDepositary.
(c) Notwithstanding Subject to Section 3.04(d), if the purported Exercise Date of any other provision hereof Warrants is or of the Plan, no portion of this Stock Option shall is deemed to be exercisable after the Close of Business on the Expiration Date hereofDate, the exercise thereof will be null and void and any funds delivered to the Warrant Agent or the Company will be returned to the Holder as soon as practicable. In no event will interest accrue on Funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
(d) Without derogating from Notwithstanding anything to the foregoingcontrary herein, “statutory option stock” (as defined below) may be tendered any otherwise valid exercise of a Warrant submitted after any applicable deadline for exercise may, in payment the sole and absolute discretion of the Company, be accepted and honored. The Company’s decision with respect to any such exercise price shall be determinative.
(e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Stock Option even if Agreement, such Global Warrant shall be surrendered by the stock Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so tendered has notthat the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian.
(f) In the case of a Definitive Warrant or book-entry Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant or book-entry Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the time request of tenderthe Holder, been held by to receive from the Optionee Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant or book-entry statement in substantially identical form for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) number of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences Warrants equal to the Optionee. As used abovenumber of Warrants theretofore represented by such Definitive Warrant or book-entry statement less the number of Warrants then exercised.
(g) If a Warrant Certificate shall have been exercised in full, the term “statutory option stock” means stock acquired through Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable.
(h) If a Common Stock Shelf Registration Statement is not effective at any time or from time to time for any reason, the right to exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option Warrants shall be accompanied by written representation (automatically suspended until such Common Stock Shelf Registration Statement becomes effective as specified in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodSection 5.01.
Appears in 2 contracts
Sources: Warrant Agreement (Bed Bath & Beyond, Inc.), Warrant Agreement (Bed Bath & Beyond, Inc.)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock an Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(c) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, unless the Company’s Treasurer or his or her designee of his or her election Committee permits the Optionee to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify elect to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable Optionee to the Company; Company in respect of such tax obligation, such permission not to be unreasonably withheld by the Committee;
(iid) subject A bona fide written representation and agreement, in a form satisfactory to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Employment Agreement (First Data Corp), Employment Agreement (First Data Corp)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Committee;
(i) Full payment (in cash, by certified check, or bank check by a combination thereof or other instrument acceptable to through tender of previously owned Shares (any such Shares valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Participant has held for at least six months (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods such other period as may be required by the AdministratorCompany’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; (iiiii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee delivering or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement, Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Administrator;
(i) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the Shares with respect to the Company; which such Option or portion thereof is exercised, (ii) subject to the Company’s approvalextent permitted by the Administrator in a manner that is compliant with the terms of the Plan, through indication that the delivery (or attestation Optionee elects to have the number of Shares that would otherwise be issued to the ownership) Optionee reduced by a number of shares of Stock Shares having an equivalent Fair Market Value to the payment that have been purchased would otherwise be made by the Optionee to Laureate pursuant to clause (i) of this subsection (b), or (iii) a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator;
(i) Full payment (in cash, by check or by a combination thereof) to satisfy the withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the open market or date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that are beneficially owned would otherwise be required to be made by the Optionee to Laureate pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares are not then subject to being acquired for his or her own account, for investment and without any restrictions under present intention of distributing or reselling said shares or any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; (iii) by Act, and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver if any sale or distribution of the Shares by such person is contrary to the Company cash representation and agreement referred to above; provided, however, that the Administrator may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or a check payable and acceptable to the Company to pay the option purchase price, provided that in state securities laws or regulations; and
(e) In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the option purchase price Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the Option does not violate the Act, and may issue stop-transfer orders covering such Shares. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such Shares.
(f) At the time the Option is exercised, in whole or in part, or at any time thereafter as so providedrequested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as Option. The Company may require the Company shall prescribe Optionee to make a cash payment to cover any withholding tax obligation as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee Shares upon the exercise of the Stock Option shall be net of the Shares attested toexercise.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Stock Option Agreement (Laureate Education, Inc.), Stock Option Agreement (Laureate Education, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, shall be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such notice complying with all applicable rules established by the Board;
(b) The payment to the Company of the aggregate Option exercise price for the shares with respect to which such Option or portion is exercised in:
(i) Cash;
(ii) With the attention consent of the Board, (A) shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee duly endorsed for transfer to the Company or (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised;
(iii) With the consent of the Board, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods payable upon such terms as may be required prescribed by the Administrator; (iii) Board. The Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by the Optionee delivering to delivery of a promissory note or by a loan from the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash when or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with where such procedures and enter into such agreements loan or other extension of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedurecredit is prohibited by law; or or
(iv) a With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii);
(c) above. Payment instruments will Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local law, it is required to withhold in connection with the exercise of the Option or a portion thereof; all or any part of such payment may be received subject to collection. The transfer made, with the consent of the Board, (i) with shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer, or (ii) with shares of the Company’s Common Stock issuable to the Optionee on the records upon exercise of the Company Option, in each case, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld;
(d) Such representations and documents as the Board, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other Federal or state securities laws or regulations. The Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer agent orders to transfer agents and registrars; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the Option Shares will be contingent upon right of such person or persons to exercise the Option.
(f) Notwithstanding anything herein to the contrary, the Optionee may satisfy the requirements of subsections (b) and (c) of this Section 4.3 concerning payment for the shares and all applicable withholding taxes, with the consent of the Board, through the delivery to the Secretary or his office of (i) an irrevocable written exercise notice containing instructions to the Company to deliver to Optionee’s broker the certificate(s) representing the shares with respect to which the Option or portion is thereby exercised and (ii) a copy of Optionee’s irrevocable written instructions to such broker to deliver to the Company, within five business days from the date of the Company’s receipt from the Optionee of the such exercise notice, full purchase price payment (in cash or by check) for the shares with respect to which such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, portion is thereby exercised and (iii) the receipt by all amounts which the Company of any agreementis required to withhold under federal, statement state or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be local law in compliance connection with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to or portion thereof. Provided the Optionee on the records of complies with clauses (i) and (ii) above and the Company or of receives such full payment the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock such exercised such Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books date of the Company’s receipt of the deliveries specified in clauses (i) and (ii) above. ThereuponNotwithstanding anything to the contrary in this Section 4.3, the Optionee Board shall have full voting, dividend and other ownership rights not take any discretionary action which will result in the failure of the Plan to satisfy any exemptive condition imposed by Rule 16b-3 of the code with respect to such shares of Stockthe effected Option.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Southwest Water Co), Nonqualified Stock Option Agreement (Southwest Water Co)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or the Secretary’s office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock an Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(c) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, unless the Company’s Treasurer or his or her designee of his or her election Committee permits the Optionee to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify elect to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable Optionee to the Company; Company in respect of such tax obligation, such permission not to be unreasonably withheld by the Committee;
(iid) subject A bona fide written representation and agreement, in a form satisfactory to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Stock Option Agreement (Fiserv Inc), Stock Option Agreement (First Data Corp)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent, if so directed, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only in or portion thereof, stating that the following manner: from time to time on Option or prior portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Expiration Date of this Stock Optionee (or such other person then entitled to exercise the Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: );
(b) Full payment (i) in cash, (ii) electronic transfer, (iii) by certified way of a cashless exercise with a broker as approved by the Company, (iv) by withholding in Shares to be issued upon exercise of the Option, if this method of exercise is approved by the Committee in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or bank check or other instrument acceptable an officer of the Company under Section 16 of the Exchange Act (“Section 16 Officer”), by way of surrender of Shares previously-owned by the Optionee to the Company, (v) by check, if the Company, in its sole discretion allows this method of payment, (vi) or by a combination thereof) of the Exercise Price for the such Option or portion thereof is exercised, provided the Shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below);
(c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all Tax-Related Items which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option;
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax-Related Items (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan that are legally applicable to the Optionee or deemed by the Company or the Employer, in their discretion to be an appropriate charge to the Optionee, the Optionee agrees to make adequate arrangements satisfactory to the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) subject to withholding from proceeds of the Company’s approval, sale of Shares issued upon exercise of the Option either through the delivery (a voluntary sale or attestation to the ownership) of shares of Stock that have been purchased through a mandatory sale arranged by the Optionee Company (on the open market or that are beneficially owned by the Optionee and are not then subject Optionee’s behalf pursuant to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorthis authorization without further consent); (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that withholding in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net Option, if this method of exercise is approved by the Committee, in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or a Section 16 officer, by way of surrender of Shares previously-owned by the Optionee to the Company; or (v) by the Optionee’s payment of the Tax-Related Items by cash, electronic transfer or by check if the Company, in its sole discretion, allows the Optionee to pay any Tax-Related Items by check. Provided, however, that if the Optionee is Section 16 Officer, he is entitled to elect the method of withholding from alternatives (i) through (v) above unless payment of any Tax-Related Items by withholding in Shares attested to.
(b) The shares or payment in check are not available methods of Stock purchased upon exercise withholding, as determined by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of this Stock Option shall be transferred any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee on is deemed to have been issued the records full number of Shares subject to the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the transfer agent upon compliance sale of Shares, if the Optionee fails to the satisfaction of the Company comply with all requirements under applicable laws or regulations his obligations in connection with such transfer and with the requirements hereof and of Tax-Related Items; and
(e) In the Plan. The determination of event the Company as to such compliance Option or any portion thereof shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment the Committee may, prior to exercise, require an opinion of the exercise price of this Stock Option even if the stock counsel reasonably acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock Option does not violate the Exchange Act and may issue stop-transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether United States covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Time Based Share Option Award Agreement, Time Based Share Option Award Agreement (Willis Group Holdings PLC)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivering to the Secretary of the Company all of the following manner: from time to time on or prior to the Expiration Date time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of this Stock Option, all of the Optionee may give written or electronic notice to foregoing shall be determined in the Company to the attention discretion of the Company’s Treasurer :
(a) notice in writing signed by the Grantee or his any other person then entitled to exercise the Option or her designee of his portion thereof, stating that the Option or her election to purchase some or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) full payment of the exercise price applicable to any Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to check, in Membership Units (any such Membership Units valued at Fair Market Value on the Company; (iidate of exercise) subject to that the Company’s approval, through the delivery Grantee has held for at least six months (or attestation to the ownership) such lesser period of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (iCompany’s accountants), through the withholding of Membership Units (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee any such Membership Units valued at Fair Market Value on the records date of the Company or of the transfer agent of the Option Shares will be contingent upon (iexercise) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Membership Unit Option shall be net in a manner that is compliant with applicable law, or a combination of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.foregoing methods;
(c) Notwithstanding full payment in cash of any other provision hereof or taxes due in respect of such exercise in cash, except that upon any termination of the PlanGrantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, no portion the Grantee may make payment of this Stock Option shall be exercisable after the Expiration Date hereof.any such taxes under any method described in Section 4.3(b) above;
(d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee;
(e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option, except as otherwise agreed to by the Company under the Plan;
(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise the option; and
(g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of the exercise price Option does not violate the Securities Act of this Stock Option even if the stock to be so tendered has not1933, at the time of tenderas amended, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to and may issue stop-transfer orders covering such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodMembership Units.
Appears in 2 contracts
Sources: Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may Notice in writing signed by the Director or the other person then entitled to exercise this the Option or portion, stating that the Option or portion is thereby exercised, such notice complying with all applicable rules established by the Board; and
(i) Full payment (in cash or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Board, shares of the Company's Common Stock Option only in owned by the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice Director duly endorsed for transfer to the Company with a fair market value (as determined by the Board) on the date of Option exercise equal to the attention aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Director or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Board, shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of 's Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as Director duly endorsed for transfer may be required by the Administrator; (iii) by the Optionee delivering used to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash make all or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition part of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will which shares be received subject to collection. The transfer to the Optionee valued at their fair market value on the records date of the Company or of the transfer agent of the Option Shares will exercise as shall be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt determined by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Board); and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Section 4.1 by any person or persons other than the terms hereofDirector, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 2 contracts
Sources: Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/), Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/)
Manner of Exercise. Any exercisable portion of the Option may be exercised solely by delivering to the Office of the Secretary of the Company at the Company’s principal office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The notice in writing signed by the Optionee may or the other Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; provided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of this Stock Agreement or the Plan;
(b) full payment of the aggregate Option only Price for the Shares with respect to which such Option or portion thereof is exercised (i) in cash (by check or wire transfer or a combination of the following manner: foregoing), (ii) by a “net exercise” method whereby the aggregate Option Price for the Shares being acquired upon exercise is satisfied by the Company withholding, from time to time on or prior the Shares otherwise issuable to the Expiration Date Optionee, that number of this Stock OptionShares having an aggregate Fair Market Value, determined as of the Optionee may give written date of exercise, equal to the product of (x) the Option Price and (y) the number of Shares with respect to which the Option is being exercised, (iii) following the Lock-up Lapse Date, by delivery (on a form prescribed or electronic notice accepted by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell the attention Shares subject to the Option and to deliver all or part of the Companysale proceeds to the Company in payment of the aggregate Option Price, or (iv) any combination of the foregoing methods, as elected by the Optionee;
(c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other Person then entitled to exercise such Option or portion thereof, stating that (i) unless the Shares are registered on a Form S-8 or the Company in its sole discretion determines that another exemption applies, the individual exercising the Option is an accredited investor (within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) the Shares are being acquired for the Optionee’s Treasurer own account, for investment and without any present intention of distributing or his reselling said Shares or her designee any of his them except as may be permitted under the Securities Act; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or her election state securities laws or regulations;
(d) if such exercise is for any Shares, unless already delivered, a written instrument (a “Joinder”) pursuant to purchase some which the Optionee agrees to be bound by the terms and conditions of the Management Stockholders Agreement with respect to Shares to the same extent as a Management Stockholder thereunder, as provided as Annex A to the Management Stockholders Agreement;
(e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and
(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the Option Shares purchasable at does not violate the time of Securities Act, and may, in its reasonable discretion, issue stop-transfer orders covering such noticeShares. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for If the Option Shares may Price is satisfied by an irrevocable direction to a licensed securities broker, the Optionee will be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approvalpolicies regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions, through which may affect the delivery Optionee’s ability to acquire or sell Shares or rights to Shares under the Plan (or attestation to e.g., the ownership) Option). By acceptance of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so providedOption granted hereunder, the Optionee certifies the Optionee’s understanding of and the broker shall intent to fully comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) standards contained in the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt related policies and procedures adopted by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested toCompany).
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Stock Option Agreement (Dell Technologies Inc), Stock Option Agreement (Dell Technologies Inc)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Notice in writing signed by Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Board and made available to Optionee (or such other person then entitled to exercise the Option);
(b) Full payment (in cash, by cheque, electronic transfer, by way of a cashless exercise as approved by the following manner: from time to time on or prior to the Expiration Date Company, by way of this Stock Option, the Optionee may give written or electronic notice surrender of Shares to the Company or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised;
(c) Full payment to the attention Company or any Subsidiary (“Group Member”) by which Optionee is employed, of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Company’s Treasurer Option; and
(d) In a case where any Group Member is obliged to (or his would suffer a disadvantage if it were not to) account for any tax (in any jurisdiction) for which Optionee is liable by virtue of the exercise of the Option and/or for any social security contributions recoverable from the person in question (together, the “Tax Liability”), Optionee has either:
(i) made full payment to the Group Member of an amount equal to the Tax Liability, or
(ii) entered into arrangements acceptable to that or her designee another Group Member to secure that such a payment is made (whether by authorizing the sale of his or her election to purchase some or all of the Option Shares purchasable at on his behalf and the time of such notice. This notice shall specify payment to the number of Option Shares to be purchased. Payment Group Member of the purchase price for the Option Shares may be made by one or more relevant amount out of the following methods: proceeds of sale);
(ie) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in In the event the Optionee chooses Option or any portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than Optionee, appropriate proof of the option purchase price as so providedright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Optionee and Board may in the broker shall comply with such procedures and enter into such agreements case of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records U.S. resident employees of the Company or any Subsidiary require an opinion of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require counsel reasonably acceptable to satisfy itself that the issuance of Stock to be purchased pursuant it to the exercise of Stock Options under the Plan and effect that any subsequent resale transfer of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee acquired on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock Option does not violate the Act, and may issue stop-transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether U.S. covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Option Agreement (Willis Group Holdings PLC), Option Agreement (Willis Group Holdings LTD)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Administrator;
(i) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the Shares with respect to the Company; which such Option or portion thereof is exercised or (ii) subject to the Company’s approvalextent permitted by the Administrator in a manner that is compliant with the terms of the Plan, through indication that the delivery (or attestation Optionee elects to have the number of Shares that would otherwise be issued to the ownership) Optionee reduced by a number of shares of Stock Shares having an equivalent Fair Market Value to the payment that have been purchased would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b), or a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator;
(i) Full payment (in cash, by check or by a combination thereof) to satisfy the withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the open market or date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that are beneficially owned would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are not then subject to being acquired for his or her own account, for investment and without any restrictions under present intention of distributing or reselling said shares or any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver if any sale or distribution of the Shares by such person is contrary to the Company cash representation and agreement referred to above; provided, however, that the Administrator may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or a check payable and acceptable to the Company to pay the option purchase price, provided that in state securities laws or regulations; and
(e) In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the option purchase price Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the Option does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such Shares.
(f) At the time the Option is exercised, in whole or in part, or at any time thereafter as so providedrequested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as Option. The Company may require the Company shall prescribe Optionee to make a cash payment to cover any withholding tax obligation as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee Shares upon the exercise of the Stock Option shall be net of the Shares attested toexercise.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Stock Option Agreement (Laureate Education, Inc.), Stock Option Agreement (Laureate Education, Inc.)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the Companyevent that the Optionee’s Treasurer employment terminates under circumstances identified in Section 3.2(b), (e) or his or her designee of his or her election (f) above, notice in writing that the Optionee elects to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of Optionee to the following methods: Company pursuant to clause (i) of this subsection (c);
(d) A bona fide written representation and agreement, in cash, by certified or bank check or other instrument acceptable a form satisfactory to the Company; (ii) subject to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Stock Option Agreement (DG Retail, LLC), Stock Option Agreement (DGC Properties of Kentucky, LLC)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her agent, which date shall not be later than three (3) business days following the date on which the Option is exercised, in the following manner: from time event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) notice in writing that the Optionee elects to time have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); or (iii) notice in writing to the Company at least 10 days prior to date of exercise that the Optionee elects to pay the withholding tax obligation with previously owned Shares and, subject to all applicable rules established by the Committee, the delivery (or deemed delivery, as allowed by the Committee) on or prior to the Expiration Date date of this Stock Optionexercise of such Shares having a Fair Market Value equal to the withholding amount;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may give written be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or electronic notice other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the attention of representation and agreement referred to above; provided, however, that the Company’s Treasurer or his or her designee of his or her election Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to purchase some or all of ensure the Option Shares purchasable at the time observance and performance of such notice. This notice shall specify representation and agreement and to effect compliance with the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Act and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations; and
(iiie) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of shares of Stock transferred counsel acceptable to it to the Optionee upon the effect that any subsequent transfer of Shares acquired on exercise of the Stock Option shall be net does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred may bear an appropriate legend referring to the Optionee on the records provisions of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
subsection (d) Without derogating from above and the foregoingagreements herein. The written representation and agreement referred to in subsection (d) above shall, “statutory option stock” (as defined below) may however, not be tendered in payment of the exercise price of this Stock Option even required if the stock Shares to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect issued pursuant to such stock. The Optionee acknowledges that exercise have been registered under the tender Act, and such registration is then effective in respect of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 2 contracts
Sources: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Manner of Exercise. This option may be exercised as to Vested ------------------ Option Shares
(ai) The once per year during the one-month period from December 15 to January 15, (ii) following or in connection with a Triggering Event, (iii) as provided in Section 5 hereof or (iv) to the extent of participation in a sale pursuant to Section 7 hereof. Optionee may exercise this Stock Option only in the following manner: from time option with respect to time on all or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all any part of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods such exercise as may be required by the Administrator; follows:
(iiia) by the Optionee delivering to giving the Company a properly executed exercise written notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, specifying the number of shares of Option Stock transferred as to which this option is so exercised and (i) by delivering an amount equal to the aggregate Option Price of such Option Stock in the form of cash or a check, bank draft, or postal or express money order payable to the order of the Company in lawful money of the United States, or, (ii) if the Board or Committee, in its sole discretion, consents thereto, by delivering a promissory note in such form and bearing such rate of interest and term as the Board or the Committee shall, in its discretion, establish, or, (iii) if the closing of a sale by the Company of Common Stock in an underwritten (firm commitment) public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), has occurred, with gross proceeds to the Company of not less than $50 million, resulting in the listing of the Common Stock on a nationally recognized stock exchange, including without limitation, the NASDAQ National Market System (such a sale being a "Qualified IPO"), by delivering shares of Class B Common Stock previously acquired by Optionee upon and/or options, with any shares of Class B Common Stock and/or options so delivered being valued at their respective Fair Market Values on the date of exercise less, in the case of options, the exercise of the Stock Option shall be net of the Shares attested to.price thereof; and
(b) The if required by the Company, by giving satisfactory assurance in writing, signed by Optionee or his or her legal representative, as the case may be, that such shares are being purchased for investment only and not with a view to the distribution thereof; provided, however, that such assurance shall be deemed inapplicable to (i) any sale of such shares by Optionee subject to a registration statement covering such sale, which has heretofore been (or may hereafter be) filed and become effective under the Securities Act, and is current and with respect to which no stop order suspending the effectiveness thereof has been issued, and (ii) any other sale of such shares with respect to which, in the opinion of counsel for the Company, such assurance is not required to be given in order to comply with the provisions of the Securities Act; and As soon as practicable after receipt of such written notice of exercise from Optionee, the Company shall, without transfer or issue tax or other incidental expenses to Optionee, deliver to Optionee at the office of the Company, or such other place as may be mutually acceptable to the Company and Optionee, a certificate or certificates for such shares, which certificate or certificates may bear such legend or legends with respect to restriction or transfer thereof as counsel for the Company deems to be required by applicable provisions of law and this Agreement; provided, however, that nothing herein shall be deemed to impose upon the Company any obligation to deliver any shares of Option Stock purchased upon exercise to Optionee if, in the opinion of this Stock Option shall be transferred counsel for the Company doing so would violate any provision of:
(i) the Securities Act; (ii) the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) any applicable listing requirements of any national securities exchange; (iv) any state securities regulation or "Blue Sky" law; or (v) requirements under any other law or regulation applicable to the Optionee on the records issuance or transfer of such shares. In no event shall the Company be required to take any affirmative action to comply with any of such laws, regulations or of the transfer agent upon compliance to the satisfaction of requirements, nor shall the Company be liable for any failure to deliver shares of Option Stock because such shares have not been registered or because a registration statement with all requirements under respect thereto is not current or because such delivery would otherwise be in violation of any applicable laws law or regulations in connection with such transfer and with the requirements hereof and of the Planregulation. The determination of In no event shall the Company as be required to such compliance shall be final issue fractional shares of Option Stock, and binding on the Optionee. The Optionee this option shall not be deemed to be the holder of, or to have any exercisable except in respect of the rights of a holder with respect to, any whole shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Beringer Wine Estates Holdings Inc), Non Qualified Stock Option Agreement (Beringer Wine Estates Holdings Inc)
Manner of Exercise. The Performance-Based Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent, if so directed all of the following prior to the time when the Performance-Based Option or such portion becomes unexercisable under Section 3.3:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Performance-Based Option only in or portion thereof, stating that the following manner: from time to time on Performance-Based Option or prior portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Expiration Date of this Stock Optionee (or such other person then entitled to exercise the Performance-Based Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: );
(b) Full payment (i) in cash, (ii) electronic transfer, (iii) by certified way of a cashless exercise with a broker as approved by the Company, (iv) by withholding in Shares to be issued upon exercise of the Performance-Based Option, if this method of exercise is approved by the Committee in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or bank check or other instrument acceptable an officer of the Company under Section 16 of the Exchange Act (“Section 16 Officer”), by way of surrender of Shares previously-owned by the Optionee to the Company, (v) by check, if the Company, in its sole discretion allows this method of payment, (vi) or by a combination thereof) of the Exercise Price for the such Performance-Based Option or portion thereof is exercised, provided the Shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below);
(c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all Tax-Related Items which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Performance-Based Option;
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax-Related Items (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan that are legally applicable to the Optionee or deemed by the Company or the Employer, in their discretion to be an appropriate charge to the Optionee, the Optionee agrees to make adequate arrangements satisfactory to the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) subject to withholding from proceeds of the Company’s approval, sale of Shares issued upon exercise of the Performance-Based Option either through the delivery (a voluntary sale or attestation to the ownership) of shares of Stock that have been purchased through a mandatory sale arranged by the Optionee Company (on the open market or that are beneficially owned by the Optionee and are not then subject Optionee’s behalf pursuant to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorthis authorization without further consent); (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that withholding in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net Performance-Based Option, if this method of exercise is approved by the Committee, in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or a Section 16 officer, by way of surrender of Shares previously-owned by the Optionee to the Company; or (v) by the Optionee’s payment of the Tax-Related Items by cash, electronic transfer or by check if the Company, in its sole discretion, allows the Optionee to pay any Tax-Related Items by check. Provided, however, that if the Optionee is Section 16 Officer, he is entitled to elect the method of withholding from alternatives (i) through (v) above unless payment of any Tax-Related Items by withholding in Shares attested to.
(b) The shares or payment in check are not available methods of Stock purchased upon exercise withholding, as determined by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of this Stock Option shall be transferred any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee on is deemed to have been issued the records full number of Shares subject to the exercised Performance-Based Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the transfer agent upon compliance sale of Shares, if the Optionee fails to the satisfaction of the Company comply with all requirements under applicable laws or regulations his obligations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.Tax-Related Items; and
Appears in 2 contracts
Sources: Performance Based Share Option Award Agreement, Performance Based Share Option Award Agreement (Willis Group Holdings PLC)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2, or by such other methods as are prescribed by the Committee or its delegate from time to time:
(a) The Notice by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, in the following manner: from time to time on or prior a form acceptable to the Expiration Date of this Stock OptionCommittee, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of stating that the Option Shares purchasable at or portion thereof is thereby exercised, such notice complying with all applicable rules established by the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Committee;
(ib) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;
(c) To the extent determined necessary by the Committee, a bona fide written representation and agreement, in a form satisfactory to the Company; (ii) subject to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; (iii) by Securities Act, and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with irrevocable instructions to a broker to promptly deliver the Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company cash (in cash, by check or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) by a combination thereof) of (i)all amounts which, (ii) and (iii) above. Payment instruments will be received subject under federal, state or local law, it is required to collection. The transfer to the Optionee on the records withhold upon exercise of the Company or of the transfer agent of the Option Shares will be contingent upon Option; and
(ie) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation methodright of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the number Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares of Stock transferred to the Optionee upon the acquired on exercise of the Stock Option shall be net of does not violate the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the OptioneeSecurities Act, and the Optionee’s name shall have been entered as the stockholder of record may issue stop-transfer orders covering such shares. Share certificates or book entries evidencing stock issued on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by bear an appropriate legend or include an appropriate stop-transfer restriction referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Alliance HealthCare Services, Inc), Non Qualified Stock Option Agreement (Alliance HealthCare Services, Inc)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in granted hereunder shall be exercised by delivering to the following manner: Company from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at within the time of such notice. This limits specified in Paragraph 3 hereof a notice shall specify specifying the number of Option Shares shares the Optionee then desires to be purchased. Payment of purchase (and with respect to which the purchase price for Optionee has acquired the Option Shares may be made by one or more of the following methodsright to purchase, as described in Paragraph 3(a) above), together with either: (i) a cashier's check payable in cash, by certified or bank United States currency (unless a personal check or other instrument shall be acceptable to the Company) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) subject to with the prior consent of the Committee, and upon receipt of all regulatory approvals, certificate for Common Stock of the Company’s approval, through valued at the delivery Fair Market Value (or attestation to determined as provided in the ownershipPlan) of shares of such Common Stock that have been purchased by the Optionee on the open market date of exercise of this option, as payment of all or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay portion of the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with for such procedures and enter into such agreements number of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedureshares; or (iv) a combination of (i), (ii) and (iii) abovesuch other instruments or agreements duly signed by the Optionee as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state securities laws or any requirement of any national securities exchange or market system on which such stock may be traded. Payment instruments As soon as practicable after any such exercise of the Option in whole or in part by the Optionee, the Company will be received subject to collection. The transfer deliver to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Sharesat Optionee's address, as set forth abovebelow, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, a certificate for the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock which the Option shall have been exercised pursuant to the terms hereofso exercised, the Company or the transfer agent shall have transferred the shares to issued in the Optionee's name. Such stock certificate shall carry such appropriate legend, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option written instructions shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory given to the Company) stating whether such stock has been held 's transfer agent, as may be deemed necessary or advisable by the Optionee counsel for the applicable minimum statutory holding periodCompany to satisfy the requirements of the Act or any state securities law.
Appears in 2 contracts
Sources: Non Employee Directors Stock Option Contract (Showbiz Pizza Time Inc), Non Statutory Stock Option Contract (Showbiz Pizza Time Inc)
Manner of Exercise. The Option, or any portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 2.2 above:
(a) The Optionee may An exercise this Stock Option only notice in substantially in the following manner: from time to time on or prior form attached as Exhibit B to the Expiration Date Grant Notice (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all Applicable Laws established by the Administrator;
(b) Subject to Section 5(f) of this Stock Optionthe Plan:
(i) Full payment (in cash or by check) for the Shares with respect to which the Option or portion thereof is exercised; or
(ii) With the consent of the Administrator, by delivery of Shares then issuable upon exercise of the Optionee may give written Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or electronic notice exercised portion thereof; or
(iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Participant to the Company of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the attention Company sufficient funds to pay the exercise price or (B) delivery by Participant to the Company of the Company’s Treasurer or his or her designee a copy of his or her election irrevocable and unconditional instructions to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument a broker acceptable to the Company; (ii) subject Company to deliver promptly to the Company’s approval, through Company cash or a check sufficient to pay the delivery (or attestation exercise price; provided that payment is then made to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods at such time as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or or
(iv) a With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or
(v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs;
(i), (iic) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of full payment for any agreementapplicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, statement or other evidence that which, following the date the Company may require to satisfy itself that becomes a Publicly Listed Company shall include the issuance method provided for in Section 5(f)(i) of Stock to be purchased pursuant the Plan;
(d) If the Company is a not a Publicly Listed Company, the Investment Representation Statement in the form attached as Exhibit B-1 to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Exercise Notice executed by Participant;
(e) In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to pay Section 3.1 above by any person or persons other than Participant, appropriate proof of the purchase price by previously-owned shares right of Stock through such person or persons to exercise the attestation methodOption; and
(f) In the event the Option or portion thereof shall be exercised as to Restricted Shares the following (collectively, the number of shares of Stock transferred “Additional Documents”):
(i) any share certificate(s) representing such Restricted Shares; and
(ii) the stock assignment duly endorsed in blank, attached as Exhibit C to the Optionee upon Grant Notice (the exercise of the “Stock Option shall be net of the Shares attested to.Assignment”), executed by Participant; and
(biii) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records Joint Escrow Instructions of the Company or of the transfer agent upon compliance and Participant attached as Exhibit D to the satisfaction Grant Notice (the “Joint Escrow Instructions”), executed by Participant; and
(iv) if Participant has a spouse or registered domestic partner, the Consent of the Company with all requirements under applicable laws Spouse or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company Registered Domestic Partner attached as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant Exhibit E to the terms hereofGrant Notice, the Company executed by Participant’s spouse or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockregistered domestic partner.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 2 contracts
Sources: Stock Option Agreement (Spruce Biosciences, Inc.), Stock Option Agreement (IDEAYA Biosciences, Inc.)
Manner of Exercise. The Vested Portion of this Option may be exercised from time to time, in whole or in part, by presentation of a "Request To Exercise Form," substantially in the form attached hereto, to the Company at its principal office, which form must be duly executed by Participant and accompanied by (a) The Optionee may exercise this Stock Option only payment in the following manner: from time to time on cash, or prior by check payable to the Expiration Date Company, or, (b) if authorized by the Board of this Stock Option, Directors of the Optionee may give written Company or electronic notice to the extent of any delegation by the Board of Directors to a Committee (the “Board”):
(i) by cancellation of indebtedness of the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; Participant;
(ii) subject to by surrender of Shares of the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock Company that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject Participant for more than 6 months (and, if such Shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required such Shares) or were obtained by the Administrator; Participant in the public market;
(iii) by through a “same day sale” commitment from the Optionee delivering to Participant and a broker-dealer that is a member of the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase priceNational Association of Securities Dealers (“NASD Dealer”), provided that in the event aggregate amount of the Optionee chooses to pay the option purchase price Exercise Price (as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or defined below);
(iv) through a “margin” commitment from the Participant and an NASD Dealer, in the aggregate amount of the Exercise Price;
(v) by forfeiture of Optioned Shares equal to the value of the Exercise Price pursuant to a so-called “immaculate cashless exercise;” or
(vi) any combination of (i), (ii) and (iii) the above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s Upon receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt acceptance by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that Notice accompanied by the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodpayment specified, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option Participant shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any record owner of the rights of a holder with respect toShares purchased, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to notwithstanding that the terms hereof, the Company or the share transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, Company may then be closed or that certificates representing the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of Shares purchased under this Stock Option shall may not then be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences actually delivered to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodParticipant.
Appears in 2 contracts
Sources: Stock Option Agreement (Golden Phoenix Minerals Inc /Mn/), Stock Option Agreement (Golden Phoenix Minerals Inc /Mn/)
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in be exercised solely by delivery to the Secretary or Chief Financial Officer or their respective offices of all of the following manner: from time to time on or prior to the Expiration Date of this Stock Option, time when the Option or such portion becomes unexercisable under Section 3.3:
a. Notice in writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check) for the shares with respect to which such Option or portion is exercised;
(ii) With the Company to consent of the attention Committee, shares of any class of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially 's stock owned by the Optionee and are not then subject duly endorsed for transfer to any restrictions the Company with a Fair Market Value (as determinable under any Company plan and that otherwise satisfy any holding periods as may Section 1.14 of the Plan) on the date of delivery equal to the aggregate Option price of the shares with respect to which such Option or portion is exercised (which shares shall be required owned by the Administrator; Optionee for more than six months at the time they are delivered);
(iii) With the consent of the Committee and provided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Optionee delivering Exchange Act delivery to the Company a properly executed exercise notice together with of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such shares and promptly deliver to the Company cash or a check payable and acceptable the portion of the sale proceeds equal to the Company to pay the option purchase aggregate Option exercise price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or ;
(iv) a With the consent of the Committee, any other form of cashless exercise permitted under Section 4.4 hereof; or
(v) Any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii) and (iii) above. Payment instruments will be received subject iv);
c. Full payment to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreementall amounts which, statement under federal, state or other evidence that the Company may require local law, it is required to satisfy itself that the issuance of Stock to be purchased pursuant to the withhold upon exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Option; and
d. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 2 contracts
Sources: Stock Option Agreement (Pacificare Health Systems Inc /De/), Non Qualified Stock Option Agreement (Pacificare Health Systems Inc /De/)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the General Counsel of the Company or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Committee;
(i) Full payment (in cash, cash or by certified or bank check or other instrument acceptable by a combination thereof) for the shares with respect to the Companywhich such Option or portion thereof is exercised; (ii) subject indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Company’s approval, through the delivery (or attestation Optionee reduced by a number of Shares having an equivalent Fair Market Value to the ownershippayment that would otherwise be made by Optionee to the Company pursuant to clause (i) of shares this subsection (b); or (iii) a number of Stock that have been purchased Shares held by the Optionee on at least six months having an equivalent Fair Market Value to the open market or payment that are beneficially owned would otherwise be made by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions pursuant to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon clause (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
this subsection (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock).
(c) Notwithstanding At any time that the Common Stock is not publicly traded on an established securities market, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other provision hereof federal, provincial or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.state securities laws or regulations;
(d) Full payment to the Company (in cash or by check or by a combination thereof) of all amounts which, under applicable law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without derogating from limiting the generality of the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase planOption does not violate the Act. The tender of statutory option stock in payment If the Optionee is a resident of the exercise price of this Option shall be accompanied by United States, the written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only in or portion thereof, stating that the following manner: from time to time on Option or prior portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Expiration Date of this Stock Optionee (or such other person then entitled to exercise the Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: );
(ib) Full payment (in cash, by certified cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company or bank check by a combination thereof) of the Exercise Price for the Shares with respect to which such Option or other instrument portion thereof is exercised;
(c) Full payment to the Company or any Subsidiary by which the Optionee is employed (the “Employer”), of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option; and
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan and/or any social security contributions recoverable from and legally applicable to the Optionee (the “Tax-Related Items”), the Optionee has either:
(i) made full payment to the Employer of an amount equal to the Tax-Related Items, or
(ii) entered into arrangements acceptable to the Company; Employer or another Subsidiary to secure that such a payment is made (ii) subject to whether by withholding from the CompanyOptionee’s approval, through the delivery (wages or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company other cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer compensation paid to the Optionee on or from the records proceeds of the Company or sale of the transfer agent Shares acquired at exercise of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein either through a voluntary sale or in the Plan or in any other agreement or provision of laws, and (iii) the receipt through a mandatory sale arranged by the Company of any agreement, statement or other evidence that (on the Company may require to satisfy itself that the issuance of Stock to be purchased Optionee’s behalf pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. this authorization));
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or any portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment prior to exercise require an opinion of the exercise price of this Stock Option even if the stock counsel reasonably acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender Option does not violate the U.S. Securities Exchange Act of statutory option stock 1934, as amended, and may issue stop-transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether U.S. covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 1 contract
Sources: Share Purchase and Option Agreement (Willis Group Holdings PLC)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic the other Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice to complying with all applicable rules established by the Company to the attention Committee;
(b) full payment of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the aggregate Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Price (i) in cash, by certified check, by wire transfer or bank check by a combination of the foregoing) for the Shares with respect to which such Option or portion thereof is exercised;
(c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other Person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permitted under the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder (the “Securities Act”), and that the Optionee or other Person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;
(d) unless already delivered, a written instrument acceptable (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Stockholders Agreement to the same extent as a Management Stockholder thereunder, in form and substance reasonably satisfactory to the Company; ;
(iie) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering full payment to the Company a properly executed or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise notice together with irrevocable instructions to a broker to promptly deliver to of the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that Option; and
(f) in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; Option or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any Person or the transfer agent shall have transferred the shares to Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Stockholders Agreement and the Optionee’s name shall have been entered as Committee may require an opinion of counsel acceptable to it to the stockholder effect that any subsequent transfer of record Shares acquired on exercise of an Option does not violate the books of the CompanySecurities Act, and may issue stop-transfer orders covering such Shares. Thereupon, the Optionee shall have full voting, dividend The written representation and other ownership rights with respect agreement referred to such shares of Stock.
in subsection (c) Notwithstanding any other provision hereof or of the Planabove shall, no portion of this Stock Option shall however, not be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even required if the stock Shares to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect issued pursuant to such stock. The Optionee acknowledges that exercise have been registered under the tender Securities Act, and such registration is then effective in respect of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 1 contract
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent, if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only in or portion thereof, stating that the following manner: from time to time on Option or prior portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Expiration Date of this Stock Optionee (or such other person then entitled to exercise the Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: );
(ib) Full payment (in cash, by certified or bank check or other instrument acceptable cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company, by withholding in Shares to be issued upon Option exercise as approved by the Company in its sole discretion, or by a combination thereof) of the Exercise Price for the Shares with respect to which such Option or portion thereof is exercised, provided the Shares surrendered or withheld have a fair market value (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below);
(c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option; and
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan and/or any social security contributions recoverable from and legally applicable to the Optionee (the “Tax-Related Items”), the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or
(ii) withholding from proceeds of the sale of Shares issued at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or
(iii) withholding in Shares to be issued at exercise of the Option. To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee is deemed to have been issued the full number of Shares subject to the Companyexercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s approvalparticipation in the Plan. Finally, through the delivery (or attestation Optionee shall pay to the ownership) Company or the Employer any amount of shares of Stock Tax-Related Items that have been purchased by the Optionee on Company or the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as Employer may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash withhold or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe account for as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records result of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the CompanyOptionee’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or participation in the Plan or in any other agreement or provision of laws, and (iii) the receipt that cannot be satisfied by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. means previously described.
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or any portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment the Committee may, prior to exercise, require an opinion of the exercise price of this Stock Option even if the stock counsel reasonably acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock Option does not violate the Exchange Act and may issue stop-transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether U.S. covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 1 contract
Sources: Share Purchase and Option Plan (Willis Group Holdings PLC)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment (which shall be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the by check (iii) by delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods valued at the fair market value as may be required determined in good faith by the AdministratorCommittee; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of if any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Common Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating were acquired from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, Company such shares must have been held by the Optionee and vested for at least six months, and provided further that any such shares of Common Stock are not pledged or otherwise encumbered pursuant to a loan agreement or otherwise, or (iv) by a combination thereof) for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code shares with respect to which such stock. The Option or portion thereof is exercised;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee acknowledges or other person then entitled to exercise such Option or portion thereof, stating that the tender shares of stock are being acquired for the holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such “statutory option stock” may have adverse tax consequences representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. As used aboveWithout limiting the generality of the foregoing, the term “statutory option stock” means stock Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Kindercare Learning Centers Inc /De)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock an Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of this Stock Option, Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee may give written or electronic notice to the Company pursuant to clause (i) of this subsection (b);
(c) Full payment (in cash or by check or by a combination thereof) to satisfy the attention of minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, unless the Company’s Treasurer or his or her designee of his or her election Committee permits the Optionee to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify elect to have the number of Option Shares that would otherwise be issued to be purchased. Payment the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the purchase price for the Option Shares may payment that would otherwise be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable Optionee to the Company; Company in respect of such tax obligation, such permission not to be unreasonably withheld by the Committee;
(iid) subject A bona fide written representation and agreement, in a form satisfactory to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the “Act”), and then applicable rules and regulations thereunder, and that the Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash if any sale or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with applicable the Act and any other federal or state securities laws and or regulations. ; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of Option does not violate the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.Act, and may issue stop-transfer orders covering such
Appears in 1 contract
Sources: Stock Option Agreement (Fiserv Inc)
Manner of Exercise. Vested Options will be exercisable during the Participant's lifetime only by Participant (a) The Optionee or the Participant's Representative), and after Participant's death only by a Representative. Vested Options may exercise this Stock Option be exercised only in by the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice delivery to the Company of a properly completed written exercise notice, in form satisfactory to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This Committee, which notice shall must specify the number of Option Shares to be purchasedpurchased and the aggregate Option Price for such Shares, together with payment in full of such aggregate Option Price. No Shares will be issued until full payment therefor has been made and the Participant has executed any stockholder agreement or any other agreements in effect at such time which the Company may require its shareholders to execute. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: only:
(i) in cash, cash or by certified or bank check or other instrument acceptable to the Company; check;
(ii) subject by the transfer to the Company’s approval, through the delivery (or attestation to the ownership) Company of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially Shares already owned by the Optionee and are not then subject Participant for a period of at least six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; such transfer;
(iii) to the extent permitted by the Optionee delivering to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and other applicable laws, by the Company execution and delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash full recourse promissory note or a check payable other evidence of indebtedness (and acceptable to the Company to pay the option purchase priceany security agreement thereunder) satisfactory to, provided that and in the event the Optionee chooses to pay the option purchase price as so provideddiscretion of, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or Committee;
(iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with Part 220, Chapter II, Title 12 of the Code of Federal Regulations, so-called "cashless exercise); or
(v) in any combination of (i), (ii) and ), (iii) aboveor (iv). Payment instruments will be received subject to collection. The transfer to the Optionee on the records If any part of the Company or of the transfer agent payment of the Option Price is made through the transfer of Shares, such Shares will be contingent upon (i) valued by using their Fair Market Value as of their date of transfer. Vested Options may not be exercised unless there has been compliance with all the Company’s receipt from preceding provisions of this Section 4 and, for all purposes of this Agreement, the Optionee date of the full purchase price for exercise will be the Option Sharesdate upon which there is compliance with all such requirements; provided, as set forth abovehowever, (ii) that the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt Participant's rights hereunder will not be adversely affected by the Company of any agreement, statement Participant's failure to so comply due solely to an act or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books omission of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 1 contract
Sources: Stock Option Agreement (Novamed Inc)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject Subject to the Company’s approvalcode of conduct and securities trading policies as in effect from time to time, through the delivery (an Option, or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as exercisable portion thereof, may be required exercised solely by the Administrator; (iii) by the Optionee delivering to the Company or its designated agent all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Optionee or other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a properly executed exercise notice together combination thereof) for the shares with respect to which such Option or portion thereof is exercised, (ii) indication that the Optionee elects to pay the Exercise Price of the Option (or portion thereof) through an arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of sell Common Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee obtained upon the exercise of the Stock Option shall (or portion thereof) and to deliver promptly to the Company an amount that would otherwise be net paid by Optionee to the Company pursuant to clause (i) of this subsection (b), or (iii) if made available by the Company, indication that the Optionee elects to have the number of Shares attested tothat would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b).
(bi) The shares Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to satisfy the withholding tax obligation through an arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to sell Common Stock purchased obtained upon the exercise of the Option and to deliver promptly to the Company an amount to satisfy the minimum withholding tax obligation that would otherwise be required to be paid by the Optionee to the Company pursuant to clause (i) of this subsection (c), or (iii) if made available by the Company, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of this Stock such Option shall be transferred (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee on the records of to the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder clause (i) of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
this subsection (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof).
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held If required by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used aboveCompany, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by a bona fide written representation (and agreement, in a form satisfactory to the Company) stating whether such stock has been held , signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable minimum statutory holding periodrules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Appears in 1 contract
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check or by a combination thereof) for the following manner: from time Shares with respect to time on which such Option or prior portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Expiration Date Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
(c) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, except as provided under Section 4.3(f);
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Optionare being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option.
(f) In the event there has not occurred a Public Offering of the Company and an Optionee’s employment with the Company and all Service Recipients is terminated without Cause by the Company, for Good Reason by an Optionee (if such a termination is provided for in an Optionee’s employment or other severance arrangement), or due to an Optionee’s death or Permanent Disability, the Optionee will, to the extent it does not materially adversely impact the short-term liquidity needs of the Company, be allowed to pay any minimum tax withholding due upon any exercise of a vested Option out of the Shares otherwise deliverable upon exercise (using the Fair Market Value on the date of exercise to determine the number of Shares to be withheld in respect of such minimum tax withholding due).
(g) Once a Public Offering of the Company has occurred, an Optionee may give written or electronic notice to use a Regulation T, ▇▇▇▇▇▇▇▇-▇▇▇▇▇-compliant program which shall be established by the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option sell Shares to be purchased. Payment pay the exercise price and the minimum taxes due upon exercise of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not any then vested Options subject to any restrictions limitations on transfer imposed under applicable securities laws or any Company plan and that otherwise satisfy any holding periods as underwriter. Without limiting the generality of the foregoing, the Committee may be required by the Administrator; (iii) by the Optionee delivering require an opinion of counsel acceptable to it to the Company a properly executed effect that any subsequent transfer of shares acquired on exercise notice together with irrevocable instructions to a broker to promptly deliver to of an Option does not violate the Company cash or a check payable Act, and acceptable to the Company to pay the option purchase price, provided that may issue stop-transfer orders covering such shares. The registration in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee books and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the evidencing stock issued on exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) The Optionee may An Exercise Notice in writing signed by Participant or any other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the following manner: from time to time on or prior form attached as Exhibit B to the Expiration Date Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 5.1(c) of this the Plan, full payment for the shares of Stock Option, the Optionee may give written or electronic notice with respect to the Company Option is being exercised, pursuant to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: :
(i) in cash, In cash or by certified or bank check or other instrument acceptable to the Companycheck; or
(ii) subject Through the delivery of previously-acquired shares of Stock duly endorsed for transfer to the Company’s approval, through Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) Through the delivery (or attestation of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the ownershipCompany in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iv) By directing the Company to withhold such number of shares of Stock that have been purchased by otherwise issuable in connection with the Optionee on exercise of the open market Option having an aggregate Fair Market Value equal to the exercise price of the Option or that are beneficially owned by the Optionee and are not then subject exercised portion thereof; or
(v) Subject to any restrictions under applicable laws, any Company plan and that otherwise satisfy any holding periods as may be required by combination of the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, consideration provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of foregoing paragraphs (i), (ii), (iii) and (iiiiv); and
(c) above. Payment instruments will be received subject The Administrator may, in its absolute discretion, take whatever actions it deems appropriate to collection. The transfer to ensure compliance with the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of Securities Act and any other requirements contained herein federal or in the Plan state securities laws or in regulations and any other agreement or provision of laws, and applicable law; and
(iiid) the The receipt by the Company of full payment for such shares, including payment of any agreementapplicable withholding tax, statement or other evidence that which may be in the Company may require form of consideration used by Participant to satisfy itself that the issuance of Stock pay for such shares under Section 4.3(b), subject to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale Section 14.3 of the shares of Stock will be in compliance with applicable laws and regulations. Plan; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereofSection 4.1 by any person or persons other than Participant, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 1 contract
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(b) Full payment for the shares with respect to which such Option or portion thereof is exercised at the Company to the attention election of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: Optionee (i) in cash, by certified cash or bank check or other instrument acceptable to the Company; (ii) with the consent of the Committee and subject to satisfaction of such requirements as may be imposed by the Company’s approvalCommittee in its sole discretion, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly deliver to the Company cash an amount equal to the aggregate option price for the shares being purchased;
(c) If there is no effective registration statement under the Securities Act of 1933 with respect to the Option and shares issuable upon exercise of the Option, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or a check payable other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his or her own account, for investment and acceptable without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to pay the option purchase price, provided that in the event the Optionee chooses representation and agreement referred to pay the option purchase price as so above; provided, however, that the Optionee Committee may, in its absolute discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition performance of such payment procedure; or (iv) a combination of (i), (ii) representation and (iii) above. Payment instruments will be received subject agreement and to collection. The transfer to effect compliance with the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of Act and any other requirements contained herein federal or in the Plan state securities laws or in any other agreement or provision of laws, and regulations;
(iiid) the receipt by Full payment to the Company of any agreementall amounts which, statement under federal, state or other evidence that the Company may require local law, it is required to satisfy itself that the issuance of Stock to be purchased pursuant to the withhold upon exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Option; and
(e) In the event the Optionee chooses Option or portion thereof shall be exercised pursuant to
Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to pay exercise the purchase price by previously-owned shares of Stock through option. If there is no effective registration statement under the attestation method, the number of shares of Stock transferred Act respect to the Optionee Option and shares issuable upon the exercise of the Stock Option shall be net Option, without limiting the generality of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or issued on such an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Global Crossing LTD)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Optionee (or such other person then entitled to exercise the Option);
(b) Full payment (in cash, by cheque, electronic transfer, by way of a cashless exercise with a broker as approved by the Company, by way of surrender of Shares to the Company, by withholding in Shares to be issued upon Option exercise as approved by the Company in its sole discretion, or by a combination thereof) of the Option Price for the Shares with respect to which such Option or portion thereof is exercised, provided the Shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such Option Price or part thereof and any Tax-Related Items (as defined in (d) below);
(c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option; and
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the following manner: Plan and/or any social security contributions recoverable from time to time on or prior and legally applicable to the Expiration Date of Optionee (the “Tax-Related Items”), the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this Stock Optionregard, the Optionee may give written elect to satisfy the obligations with regard to all Tax-Related Items by one or electronic notice a combination of the following:
(i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or
(ii) withholding from proceeds of the sale of Shares issued at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or
(iii) withholding in Shares to be issued at exercise of the Option, to the extent the Company permits this withholding method. To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for 7 Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Optionee shall pay to the Company to or the attention Employer any amount of Tax-Related Items that the Company’s Treasurer Company or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as Employer may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash withhold or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe account for as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records result of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the CompanyOptionee’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or participation in the Plan or in any other agreement or provision of laws, and (iii) the receipt that cannot be satisfied by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. means previously described.
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or any portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment prior to exercise, require an opinion of the exercise price of this Stock Option even if the stock counsel reasonably acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock Option does not violate the Exchange Act and may issue stop-transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether U.S. covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 1 contract
Sources: Share Option Award Agreement (Willis Group Holdings PLC)
Manner of Exercise. (a) The Optionee Option, or any portion thereof, may exercise this Stock Option only in be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of time when the Option Shares purchasable at the time of or such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: portion thereof becomes unexercisable under Section 4:
(i) A written exercise notice in cash, by certified or bank check or other instrument acceptable substantially in the form attached as Exhibit B to the Company; (ii) subject to the Company’s approval, through the delivery Grant Notice (or attestation to the ownership) of shares of Stock that have been purchased such other form as is prescribed by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as Administrator, which may be required an electronic form) (the “Exercise Notice”) signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such Exercise Notice complying with all applicable rules established by the Administrator; and
(iiiii) Subject to Section 5(f) of the Plan, full payment for the Shares with respect to which the Option or portion thereof is exercised by:
(A) Cash or check, payable to the order of the Company; or
(B) With the consent of the Administrator, surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise; or
(C) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by the Optionee delivering Participant to the Company of an irrevocable and unconditional undertaking by a properly executed creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise notice together with price or (B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly deliver to the Company cash or a check payable and acceptable to the Company sufficient to pay the option purchase exercise price; or
(D) With the consent of the Administrator, provided that in any other form of payment permitted under Section 5(f) of the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedurePlan; or or
(ivE) a any combination of (i), (ii) and the above permitted forms of payment; and
(iii) above. Payment instruments will be received subject Subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (iSection 9(e) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion full payment for any applicable withholding taxes in cash or by check or in the form of this Stock Option shall be exercisable after consideration permitted by the Expiration Date hereof.
(d) Without derogating from Administrator for the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price pursuant to Section 3(c)(ii) above or pursuant to Section 3(d) below, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 3(c)(ii)(C) above; and
(iv) In the event the Option or portion thereof shall be exercised pursuant to Section 3.1 by any person or persons other than Participant, appropriate proof of this Stock the right of such person or persons to exercise the Option; and
(v) In the event the Option even if or portion thereof shall be exercised as to Restricted Shares, the following (collectively, the “Additional Documents”):
(A) the stock to be so tendered has notassignment duly endorsed in blank, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences attached as Exhibit C to the Optionee. As used aboveGrant Notice (the “Stock Assignment”), executed by Participant; and
(B) if Participant has a spouse of Participant, the term “statutory option stock” means stock acquired through the exercise Consent of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory Spouse attached as Exhibit D to the Company) stating whether such stock has been held Grant Notice, executed by the Optionee for the applicable minimum statutory holding periodParticipant’s spouse.
Appears in 1 contract
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or her office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for or portion thereof, stating that the Option Shares may be made or portion thereof is thereby exercised, such notice complying with all applicable rules established by one or more of the following methods: Committee;
(ib) Full payment (in cash, by certified or bank check or other instrument acceptable by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;
(c) A bona fide written representation and agreement, in a form satisfactory to the Company; (ii) subject to the Company’s approvalCommittee, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased signed by the Optionee on or other person then entitled to exercise such Option or portion thereof, stating that the open market shares of stock are being acquired for the Optionee's own account, for investment and without any present intention of distributing or that are beneficially owned by the Optionee and are not then subject to reselling said shares or any restrictions under any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the "Act"), and then applicable rules and regulations thereunder, and that the --- Optionee delivering or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company a properly executed exercise notice together if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its -------- ------- absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with irrevocable instructions to a broker to promptly deliver the Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company cash of all amounts which, under federal, state or a check payable and acceptable local law, it is required to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records withhold upon exercise of the Company or of the transfer agent of the Option Shares will be contingent upon Option;
(ie) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of An executed Management Stockholder's Agreement along with any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence documents that the Company may require to satisfy itself that require, including a Sale Participation Agreement, or appropriate proof such agreements have been previously executed by the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Optionee; and
(f) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of shares acquired through the on exercise of an incentive Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the issued on exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in form satisfactory to the Company) stating whether respect of such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Borden Chemical Inc)
Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office or the Company’s agent, if so directed, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only in or portion thereof, stating that the following manner: from time to time on Option or prior portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee and made available to the Expiration Date of this Stock Optionee (or such other person then entitled to exercise the Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: );
(b) Full payment (i) in cash, (ii) electronic transfer, (iii) by certified way of a cashless exercise with a broker as approved by the Company, (iv) by withholding in Shares to be issued upon exercise of the Option, if this method of exercise is approved by the Committee in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or bank check or other instrument acceptable an officer of the Company under Section 16 of the Exchange Act (“Section 16 Officer”), by way of a surrender of Shares previously-owned by the Optionee to the Company, (v) by check, if the Company, in its sole discretion allows this method of payment, (vi) or by a combination thereof) of the Exercise Price for such Option or portion thereof that is exercised, provided the Shares surrendered or withheld have a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below);
(c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all Tax-Related Items which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option;
(d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax-Related Items (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan that are legally applicable to the Optionee or deemed by the Company or the Employer, in their discretion to be an appropriate charge to the Optionee, the Optionee agrees to make adequate arrangements satisfactory to the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) subject to withholding from proceeds of the Company’s approval, sale of Shares issued upon exercise of the Option either through the delivery (a voluntary sale or attestation to the ownership) of shares of Stock that have been purchased through a mandatory sale arranged by the Optionee Company (on the open market or that are beneficially owned by the Optionee and are not then subject Optionee’s behalf pursuant to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorthis authorization without further consent); (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that withholding in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option shall be net Option, if this method of exercise is approved by the Committee, in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or a Section 16 officer, by way of surrender of Shares previously-owned by the Optionee to the Company; or (v) by the Optionee’s payment of the Tax-Related Items by cash, electronic transfer or by check if the Company, in its sole discretion, allows the Optionee to pay any Tax-Related Items by check. Provided, however, that if the Optionee is Section 16 Officer, he is entitled to elect the method of withholding from alternatives (i) through (v) above unless payment of any Tax-Related Items by withholding in Shares attested to.
(b) The shares or payment in check are not available methods of Stock purchased upon exercise withholding, as determined by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of this Stock Option shall be transferred any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee on is deemed to have been issued the records full number of Shares subject to the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the transfer agent upon compliance sale of Shares, if the Optionee fails to the satisfaction of the Company comply with all requirements under applicable laws or regulations his obligations in connection with such transfer and with the requirements hereof and of Tax-Related Items; and
(e) In the Plan. The determination of event the Company as to such compliance Option or any portion thereof shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Companyright of such person or persons to exercise the Option. Thereupon, Without limiting the Optionee shall have full voting, dividend and other ownership rights with respect to such shares generality of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment the Committee may, prior to exercise, require an opinion of the exercise price of this Stock Option even if the stock counsel reasonably acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optionee. As used above, the term “statutory option stock” means stock effect that any subsequent transfer of Shares acquired through the on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock Option does not violate the Exchange Act and may issue stop‑transfer orders in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether United States covering such stock has been held by the Optionee for the applicable minimum statutory holding periodShares.
Appears in 1 contract
Sources: Time Based Share Option Award Agreement (Willis Towers Watson PLC)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or the Secretary's office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 2.5 or Section 3.2:
(a) The Optionee may Notice in writing signed by the Grantee or the other person then entitled to exercise this Stock the Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionportion thereof is thereby exercised, the Optionee may give written or electronic such notice to the Company to the attention of complying with all applicable rules established by the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records Full payment of the Company Exercise Price in cash or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred certified bank check for the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to which such Option or portion thereof is exercised or, if acceptable to the Company, (i) (A) by surrender or delivery to the Company of shares equal to or less than the Exercise Price or (B) in the event the Company registers its Common Stock under the Securities Act of 1933, as amended (the "Act"), by registration on form S-8 (or any successor form), through the written election of the Grantee to have shares of Stock.such Common Stock withheld by the Company from the shares otherwise to be received, with such withheld shares having an aggregate Fair Market Value on the date of exercise equal to or less than the Exercise Price, plus (ii) cash or certified bank check for any difference;
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by A bona fide written representation (and agreement, in a form satisfactory to the Company) stating whether such stock has been held , signed by the Optionee Grantee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for the Grantee's own account, for investment purposes only and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Act, and then applicable minimum statutory holding periodrules and regulations thereunder, and that the Grantee or other person then entitled to exercise such Option or portions thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense of liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the --------- ------- Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;
(d) Full payment to the company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) and the legend referred to above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares. The Company shall determine acceptable methods for tendering and withholding Common Stock of the Company as payment of the Exercise Price upon exercise of an Option and in satisfaction of any withholding obligation and may impose such limitations and prohibitions on the use of Common Stock of the Company to exercise an Option as it deems appropriate, including without limitation, any limitation or prohibition designed to avoid certain accounting consequences that may result from the use of Common Stock of the Company as payment of the Exercise Price upon exercise of an Option and in satisfaction of any withholding obligation.
Appears in 1 contract
Sources: Nonqualified Deferred Stock Option Agreement (Ashton Technology Group Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) The Optionee may Notice in writing signed by the Employee or the other person then entitled to exercise this the Option or portion, stating that the Option or portion is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(1) Full payment (in cash or by check) for the shares with respect to which such Option or portion is exercised; or
(2) With the consent of the Committee, (A) shares of the Company's Common Stock Option only in owned by the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice Employee duly endorsed for transfer to the Company to the attention or (B) shares of the Company’s Treasurer or his or her designee of his or her election 's Common Stock issuable to purchase some or all the Employee upon exercise of the Option Shares purchasable at Option, with a fair market value (as determined by the time of such notice. This notice shall specify Committee) on the number date of Option Shares exercise equal to be purchased. Payment the aggregate Option price of the purchase price for shares with respect to which such Option or portion is exercised; or
(3) With the Option Shares may be made by one or more consent of the following methods: Committee, a recourse, nonrecourse or limited recourse promissory note bearing interest (iat no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods payable upon such terms as may be required prescribed by the Administrator; (iii) Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by the Optionee delivering to delivery of a promissory note or by a loan from the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to when or where such loan or other extension of credit is prohibited by law; or
(4) With the Company cash or a check payable and acceptable to consent of the Company to pay Committee, any combination of the option purchase price, consideration provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or foregoing subparagraphs (iv) a combination of (i1), (ii2) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.3); and
(c) Notwithstanding A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other provision hereof federal or state securities laws or regulations. Without limiting the generality of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) the Committee may be tendered in payment require an opinion of the exercise price of this Stock Option even if the stock counsel acceptable to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences it to the Optioneeeffect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. As used above, the term “statutory option stock” means Share certificates evidencing stock acquired through the issued on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory bear an appropriate legend referring to the Companyprovisions of this subsection (c) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.and the
Appears in 1 contract
Sources: Stock Option Agreement (New Plan Excel Realty Trust Inc)
Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock An Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares any exercisable portion thereof, may be made exercised solely by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records General Counsel of the Company or his office all of the transfer agent of following prior to the time when the Option Shares will be contingent upon or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;
(i) the Company’s receipt from the Optionee of the full purchase price Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option Shares, as set forth above, or portion thereof is exercised or (ii) indication that the fulfillment Optionee elects to have the number of shares that would otherwise be issued to the Optionee reduced by a number of shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);
(c) At any time that the Common Stock is not publicly traded on an established securities market, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other requirements contained herein person then entitled to exercise such Option or in portion thereof, stating that the Plan shares of Common Stock are being acquired for its own account, for investment and without any present intention of distributing or in reselling said shares or any other agreement or provision of lawsthem except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and (iii) then applicable rules and regulations thereunder, and that the receipt by Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company of against and hold it free and harmless from any agreementloss, statement damage, expense or other evidence that liability resulting to the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and if any subsequent resale sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of Stock will be in such representation and agreement and to effect compliance with the Act and any other federal, provincial or state securities laws or regulations;
(d) Full payment to the Company (in cash or by check or by a combination thereof) of all amounts which, under applicable laws and regulations. law, it is required to withhold upon exercise of the Option; and
(e) In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Section 4.1 by any person or persons other than the terms hereofOptionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Company or Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer agent shall have transferred of shares acquired on exercise of an Option does not violate the Act. If the Optionee is a resident of the United States, the written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the OptioneeAct, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with such registration is then effective in respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodshares.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (the "Secretary") of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2:
(a) The Optionee may exercise this Stock Option only Notice in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, writing signed by the Optionee may give written or electronic notice the other person then entitled to exercise the Company Option or portion, stating that the Option or portion is thereby exercised upon delivery of such notice;
(i) Full payment for the shares in cash with respect to which such Option or portion is exercised; or
(ii) With the attention consent of the Comrnittee, shares of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of 's Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iii) Any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are not then subject to being acquired for his own account, for investment and without any restrictions under present intention of distributing or reselling said shares or any Company plan and that otherwise satisfy any holding periods of them except as may be required by permitted under the Administrator; Securities Act of 1933, as amended (iii) by the Optionee delivering "Act"), and then applicable rules and regulations thereunder. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the Company a properly executed exercise notice together with irrevocable instructions provisions of this subsection (c) and the agreement referred to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so first sentence of this subsection (c); provided, however, that such legend shall not be required if the Optionee shares to be issued pursuant to such exercise have been registered under the Act, and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition registration is then effective in respect of such payment procedureshares; or and
(ivd) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company Section 4.1 by any person or the transfer agent shall have transferred the shares to persons other than the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender right of such “statutory option stock” may have adverse tax consequences person or persons to exercise the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodOption.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Bershad Stephen W)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2 or Section 3.3:
(a) The Notice in writing signed by the Optionee may or the other person then entitled to exercise this Stock the Option only or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Company;
(i) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his agent, which date shall not be later than two (2) business days following the date on which the Option is exercised, in the following manner: from time event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) notice in writing that the Optionee elects to time have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b);
(i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); or (iii) notice in writing to the Company at least ten (10) days (or such shorter period approved by the Committee) prior to date of exercise that the Optionee elects to pay the withholding tax obligation with previously owned Shares and, subject to all applicable rules established by the Committee, the delivery (or deemed delivery, as allowed by the Committee) on or prior to the Expiration Date date of this Stock Optionexercise of such Shares having a Fair Market Value equal to the withholding amount;
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may give written be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or electronic notice other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the attention representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the Company’s Treasurer right of such person or his or her designee persons to exercise the Option. Without limiting the generality of his or her election the foregoing, the Committee may require an opinion of counsel acceptable to purchase some or all it to the effect that any subsequent transfer of Shares acquired on exercise of the Option Shares purchasable at does not violate the time Act and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of such noticethe Option may bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. This notice shall specify The written representation and agreement referred to in subsection (d) above shall, however, not be required if the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable issued pursuant to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that such exercise have been purchased by registered under the Optionee on the open market or that are beneficially owned by the Optionee Act, and are not such registration is then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering effective in respect of such Shares. For purposes of this Section 4.3, a notice in writing to the Company a properly executed exercise includes notice together with irrevocable instructions in writing to a broker to promptly deliver to the Company cash or a check payable and acceptable to third party engaged by the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options provide administrative services under the Plan and any subsequent resale of also includes notice via electronic or telephone enabled systems pursuant to approved procedures and a notice is considered signed if it is signed electronically in accordance with approved procedures and such electronic signature will have the shares of Stock will be in compliance with applicable laws same force and regulationseffect as a manual signature. In Notwithstanding the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodabove, the number of shares of Stock transferred to the Optionee upon the Committee may approve alternative procedures for exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in alternative procedures for payment of the related exercise price and withholding amounts provided such alternative procedures are established in writing prior to the date of this Stock Option even if the stock to exercise. No alternative procedure for exercise shall be so tendered has not, at the time of tender, been held by effective unless the Optionee completes all actions required for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding periodand payment.
Appears in 1 contract
Manner of Exercise. (a) The Optionee Option, or any exercisable portion thereof, may exercise this Stock Option only in the following manner: from time to time on or prior be exercised solely by delivery to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Company to the attention of the Company’s Treasurer Secretary or his or her designee office of his or her election to purchase some or all of the Option Shares purchasable at following prior to the time of when the Option or such noticeportion becomes unexercisable:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. This The notice shall specify be signed by the number of Option Shares Optionee or other person then entitled to be purchased. Payment of the purchase price for exercise the Option Shares may be made by one or more of the following methods: such portion; and
(i) in cash, by certified or bank check or other instrument acceptable Full cash payment to the CompanySecretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) subject to With the Company’s approvalconsent of the Committee, through the delivery (of property of any kind which constitutes good and valuable consideration or attestation to the ownershipother manner of payment provided in Section 6.2(e) of the Plan; or
(iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); provided, however, that (except as set forth below) on and after the date of Termination of Employment payment for the shares with respect to which the Option or a portion thereof is exercised must be made in cash; and provided, further, that notwithstanding the foregoing, in the event of Stock that have been purchased the Optionee's Termination of Employment by the Company without "just cause" or by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions due to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt material breach by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased Employment Agreement (pursuant to the exercise of Stock Options under the Plan and any subsequent resale Section 6(c)(v) or (vi) of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodEmployment Agreement, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price may be made, without prior consent of this Stock Option even if the stock Committee, in any manner provided in Section 6.2(e) of the Plan; and
(c) A bona fide written representation and agreement, in a form satisfactory to be so tendered has notthe Committee, at the time of tender, been held signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable minimum statutory holding period required rules and regulations thereunder, and that the Optionee or other person then entitled to receive exercise such Option or portion will indemnify the tax benefits afforded under Section 421(a) Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Code with respect shares by such person is contrary to such stockthe representation and agreement referred to above. The Optionee acknowledges that Committee may, in its reasonable discretion, take whatever additional actions it deems appropriate to insure the tender observance and performance of such “statutory option stock” representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may have adverse tax consequences require an opinion of counsel acceptable to it to the Optioneeeffect that any subsequent transfer of shares acquired on Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. As used above, the term “statutory option stock” means Share certificates evidencing stock acquired through the issued on exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by bear an appropriate legend referring to the provisions of the Shareholders' Agreement and this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in form satisfactory respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, that prior to the date of Termination of Employment, with the consent of the Committee, shares of the Company) stating whether such stock has been held 's Common Stock owned by the Optionee Optionee, duly endorsed for transfer, with a Fair Market Value on the applicable minimum statutory holding perioddate of delivery equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. 4.1 The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Committee of all of the following prior to the time the Option or such portion becomes unexercisable under this Agreement:
(a) The Optionee may Notice in writing signed by the Option Holder or other person then entitled to exercise this the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules of the Committee; and
(i) Full payment (in cash or by check) for the Shares with respect to which the Option or portion thereof is thereby exercised; or
(ii) With the consent of the Committee, shares of Common Stock of the Company owned by the Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice Holder duly endorsed for transfer to the Company with a fair market value (as determined under the Plan) on the date of exercise equal to the attention aggregate purchase price of the Company’s Treasurer Shares with respect to which the Option or his portion thereof is exercised; or
(iii) Any combination of the consideration provided in the foregoing subsections (i) and (ii); and
(c) The payment to the Company of any amounts which it is required to withhold under federal, state or her designee of his or her election to purchase some or all local law in connection with the exercise of the Option Shares purchasable or portion thereof.
4.2 As soon as practicable after any exercise of the Option in accordance with Section 4.1, the Company shall, without commission, transfer or issuance tax or other incidental expense to the Option Holder, deliver to the Option Holder at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment principal office of the purchase price for the Option Shares may be made by one Company or more of the following methods: (i) in cash, by certified or bank check or at such other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods place as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and mutually acceptable to the Company and the Option Holder, a certificate or certificates representing the Shares as to pay which the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so Option has been exercised; provided, the Optionee however, that no Shares shall be issued and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent delivered upon exercise of the Option Shares will be contingent upon (i) unless and until, in the opinion of counsel for the Company’s receipt from the Optionee , any applicable requirements of the full purchase price for the Option SharesSecurities Act of 1933, as set forth aboveamended (the "Securities Act"), (ii) relating to the fulfillment registration of the Shares or the availability of an exemption from registration, any applicable requirements of the "blue sky" laws of any State, and any other requirements contained herein or in the Plan or in any other agreement or provision of lawslaw, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale national securities exchange on which stock of the shares same class as the Shares is then listed, or of Stock will be in compliance with applicable laws any regulatory bodies having jurisdiction over such issuance and regulations. delivery, shall have been fully satisfied or complied with.
4.3 In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Article 3.0 hereof by any person or persons other than the terms hereofOption Holder, the Company may require, prior to delivery of a certificate or certificates representing the transfer agent shall have transferred the shares Shares to the Optioneebe issued on such exercise, and the Optionee’s name shall have been entered as the stockholder of record on the books appropriate proof of the Company. Thereupon, right of such person or persons to exercise the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or Option on behalf of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereofHolder.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 1 contract
Manner of Exercise. (a) The Optionee Any exercisable portion of the Options, or the entire Options may exercise this Stock Option only in be exercised solely by delivery to the Secretary or Chief Financial Officer or their respective offices of all of the following manner: from time to time on or prior to the Expiration Date of this Stock Option, time when the Option or such portion becomes unexercisable under Section 3.3:
a. Notice in writing signed by the Optionee may give written or electronic the other person then entitled to exercise the Options or portion thereof, stating that such Options or portion are being exercised, such notice complying with all applicable rules established by the Committee;
(i) Full payment (in cash or by check) for the shares with respect to which such Options or portion are exercised;
(ii) With the Company to consent of the attention Committee, shares of any class of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially 's stock owned by the Optionee and are not then subject duly endorsed for transfer to any restrictions the Company with a Fair Market Value (as determinable under any Company plan and that otherwise satisfy any holding periods as may Section 4(c) of the Directors Plan) on the date of delivery equal to the aggregate Option Price with respect to which such Options or portion being exercised (which shares shall be required owned by the Administrator; Optionee for more than six months at the time they are delivered);
(iii) With the consent of the Committee and provided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Optionee delivering Exchange Act delivery to the Company a properly executed exercise notice together with of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Options are being exercised directly to a broker, and (y) instructions to the broker to sell such shares and promptly deliver to the Company cash or a check payable and acceptable the portion of the sale proceeds equal to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or aggregate Option Price;
(iv) a With the consent of the Committee, any other form of cashless exercise permitted under Section 4.4 hereof; or
(v) Any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii) and (iii) iv);
c. A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Options or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Options or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. Payment instruments will be received subject The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to collectioninsure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Options shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The transfer written representation and agreement referred to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision first sentence of lawsthis subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and (iii) the receipt by such registration is then effective in respect of such shares;
d. Full payment to the Company of any agreementall amounts which, statement under federal, state or other evidence that the Company may require local law, it is required to satisfy itself that the issuance of Stock to be purchased pursuant to the withhold upon exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. Options; and
e. In the event the Optionee chooses Options or portion thereof shall be exercised pursuant to pay Section 4.1 by any person or persons other than the purchase price by previously-owned shares Optionee, appropriate proof of Stock through the attestation method, right of such person or persons to exercise the number Options. The date of shares of Stock transferred to the Optionee upon the exercise of the Stock Option Options shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any date all of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stockforegoing conditions are met.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
(d) Without derogating from the foregoing, “statutory option stock” (as defined below) may be tendered in payment of the exercise price of this Stock Option even if the stock to be so tendered has not, at the time of tender, been held by the Optionee for the applicable minimum statutory holding period required to receive the tax benefits afforded under Section 421(a) of the Code with respect to such stock. The Optionee acknowledges that the tender of such “statutory option stock” may have adverse tax consequences to the Optionee. As used above, the term “statutory option stock” means stock acquired through the exercise of an incentive stock option or an option granted under an employee stock purchase plan. The tender of statutory option stock in payment of the exercise price of this Option shall be accompanied by written representation (in form satisfactory to the Company) stating whether such stock has been held by the Optionee for the applicable minimum statutory holding period.
Appears in 1 contract
Sources: Stock Option Agreement (Pacificare Health Systems Inc /De/)