-3-
options was $8.25 per share. As of July 2000, petitioner was
sufficiently vested to purchase 27,676 of the shares mentioned in
the first option, 5,899 of the shares mentioned in the second
option, and 17,163 of the shares mentioned in the third option.
The stock option letter agreements pertaining to the first
and second options provided for payment of the exercise price of
the shares described therein as follows:
The option may be exercised by the delivery of: (a)
Cash, personal check (unless, at the time of exercise,
the Plan Administrator[2] determines otherwise), bank
certified or cashier’s check; or (b) Unless the Plan
Administrator in its sole discretion determines
otherwise, shares of the capital stock of the Company
held by you for a period of at least six months having
a fair market value at the time of exercise, as
determined in good faith by the Plan Administrator,
equal to the exercise price. * * * As a condition to
the exercise of a non-qualified stock option, you shall
make such arrangements as the Company may require for
the satisfaction of any federal, state or local
withholding tax obligations that may arise in
connection with such exercise.
The stock option letter agreement pertaining to the third option
provided for payment of the exercise price of the shares
described therein as follows:
Unless the Plan administrator at any time determines
otherwise, the option may be exercised by the delivery
of: (a) Cash, personal check, bank certified or
cashier’s check; or (b) Shares of the capital stock of
the Company held by you for a period of at least six
months having a fair market value at the time of
2 Primus’s 1995 Stock Incentive Compensation Plan (the
1995 Plan) defined the “Plan Administrator” as Primus’s board of
directors or any properly designated committee of the board.
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