Common use of Net Settlement Clause in Contracts

Net Settlement. The Exercisor may, at its sole discretion, exercise an Option by way of “net settlement” as provided in Section 12.1(d) of the Plan. In order to exercise an Option by way of “net settlement,” the Exercisor must provide written notice to the Company and designate the number of Options subject to the “net settlement” election. The Exercisor shall surrender the Option in exchange for a consideration equal to the excess of (i) the Fair Market Value of the specified number of Option Shares as of the date of exercise (which shall be determined by multiplying the number of Option Shares subject to the Option being exercised by the Fair Market Value of one share of Common Stock on the date of exercise) over (ii) an amount equal to the Purchase Price multiplied by the number of Option Shares subject to the Option being exercised (such excess, the “Option Value”). The Option Value (if a positive value) shall be paid in shares of Common Stock. The number of shares of Common Stock to be issued is equal to the Option Value divided by the Fair Market Value of one share of Common Stock on the date of exercise. Fractional shares will be paid in cash. Each exercised Option will be cancelled. If the Exercisor elects to exercise an Option by way of “net settlement,” subject to the requirements of the Income Tax Act (Canada) (the “Act”), and if the Employee is subject to taxation in Canada, the Company hereby agrees that it will elect under Subsection 110(1.1) of the Act, in the prescribed manner, that neither the Company, nor any person not dealing at arm’s length with the Company, will deduct any amount in computing its income for a taxation year in respect of any amount to or for the benefit of Employee for the surrender of rights under this Agreement.

Net Settlement. The Exercisor may, at its sole discretion, exercise an Option by way of “net settlement” as provided in Section 12.1(d) of the Plan. In order to exercise an Option by way of “net settlement,” the Exercisor must provide written notice to the Company and designate the number of Options subject to the “net settlement” election. The Exercisor shall surrender the Option in exchange for a consideration equal to the excess of (i) the Fair Market Value of the specified number of Option Shares as of the date of exercise (which shall be determined by multiplying the number of Option Shares subject to the Option being exercised by the Fair Market Value of one share of Common Stock Share on the date of exercise) over (ii) an amount equal to the Purchase Price multiplied by the number of Option Shares subject to the Option being exercised (such excess, the “Option Value”). The Option Value (if a positive value) shall be paid in shares Shares of Common Stock. The number of shares of Common Stock Shares to be issued is equal to the Option Value divided by the Fair Market Value of one share of Common Stock Share on the date of exercise. Fractional shares will be paid in cash. Each exercised Option will be cancelled. If the Exercisor elects to exercise an Option by way of “net settlement,” subject to the requirements of the Income Tax Act (Canada) (the “Act”), and if the Employee is subject to taxation in Canada, the Company hereby agrees that it will elect under Subsection 110(1.1) of the Act, in the prescribed manner, that neither the Company, nor any person not dealing at arm’s length with the Company, will deduct any amount in computing its income for a taxation year in respect of any amount to or for the benefit of Employee for the surrender of rights under this Agreement.