Method of Automatic Exercise Clause Samples

Method of Automatic Exercise. Until the Automatic Exercise ---------------------------- Program terminates as provided in subparagraph 5G, the Optionee authorizes the Company on any Automatic Exercise Date (as hereinafter defined), including the Initial Exercise Date (as hereinafter defined), automatically to exercise the lowest price Long Term or Reload Options granted the Optionee under this Program only by means of a stock-for-stock swap using shares of Common Stock then credited to the Optionee's Account. On the Initial Exercise Date, such Options shall be automatically exercised to purchase the number of shares of Common Stock which can be purchased from shares of Common Stock credited to the Optionee's Account. With respect to subsequent Automatic Exercise Dates, the Optionee authorizes the Company to automatically exercise such Options for the amount of shares of Common Stock which can be purchased from shares of Common Stock held in the Optionee's Account received on previous Automatic Exercise Dates and shares of Common Stock, if any, contributed to the Optionee's Account pursuant to subparagraph 5D, less the number of shares, if any, sold for payment of principal and interest on the Loan as provided in paragraph 2 of the Universal Corporation 1997 Restricted Stock Agreement (the "1997 Restricted Stock Agreement") and withheld from the exercise or sold for payment of taxes under subparagraph 5F of this Agreement. The automatic exercise shall only occur if the Fair Market Value on the Automatic Exercise Date exceeds by one percent (1%) or more the exercise price of the lowest priced Option held by the Optionee under this Program (the "Automatic Exercise Criterion"). The Optionee grants the Company or any of its officers the power of attorney to endorse and transfer the share certificates credited to the Optionee's Account in accordance with the Automatic Exercise Program. The power of attorney shall cease upon the termination of the Optionee's participation in the Automatic Exercise Program.