Option Grant and Exercise Terms
EXHIBIT 10.11
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of
Optionee, unless otherwise provided in the Addendum:
1.cash;
2.check;
3.consideration received by the Company under a cashless exercise program implemented by the Company
in connection with the Plan; or
4.for U.S. taxpayers only, surrender of other Shares which (i) in the case of Shares acquired from the
Company, have been owned by Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
E.Non-Transferability of Option.
Unless determined otherwise by the Administrator, an Option granted hereunder may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable, such
Option will contain such additional terms and conditions as the Administrator deems appropriate. Unless otherwise determined by
the Administrator, the Optionee may, subject to such terms and conditions as the Administrator deems advisable, assign or transfer
all or part of vested Options during an Optionee's lifetime to (a) Optionee's spouse, former spouse or dependent pursuant to a
court-approved domestic relations order that relates to the provision of child support, alimony payments or marital property rights,
or (b) trust or other similar estate planning entity that is solely for the benefit of the Optionee and/or the Optionee's immediate
family. In such case, the transferee shall receive and hold the Options subject to the provisions of this section, and there shall be
no further assignation or transfer of the Options. The terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.
F.Tax Consequences and Responsibilities.
Optionee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability
for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
Optionee's participation in the Plan and legally applicable to Optionee ("Tax-Related Items") is and remains Optionee's
responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further
acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends;
and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce
or eliminate Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee is subject to
Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.View entire presentation