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exercise, as determined in good faith by the Plan
Administrator, equal to the exercise price.
1995 Stock Incentive Compensation Plan
The stock options granted by the three stock option letter
agreements were granted pursuant to the 1995 Plan, and each of
those agreements incorporated the 1995 Plan by reference.
Section 7.4 of the 1995 Plan states that an optionee may exercise
his or her stock options “by written notice to the Company, in
accordance with procedures established by the Plan Administrator,
setting forth the number of shares with respect to which the
Option is being exercised and accompanied by payment in full as
described in Section 7.5 of the Plan.” Section 7.5 of the 1995
Plan states that payment in full may be made by the following
means:
The exercise price for shares purchased under an Option
shall be paid in full to the Company [Primus] by
delivery of consideration equal to the product of the
Option exercise price and the number of shares
purchased. Such consideration must be paid in cash,
except that the Plan Administrator may, either at the
time the Option is granted or at any time before it is
exercised and subject to such limitations as the Plan
Administrator may determine, authorize payment in cash
and/or one or more of the following alternative forms:
(i) Common Stock already owned by the Holder for at
least six months (or any shorter period necessary to
avoid a charge to the Company’s earnings for financial
reporting purposes) having a Fair Market Value on the
day prior to the exercise date equal to the aggregate
Option exercise price; (ii) a promissory note
authorized pursuant to Section 11 of the Plan; (iii) if
the Common Stock is publicly traded, delivery of a
properly executed exercise notice, together with
irrevocable instructions, to (a) a brokerage firm
designated by the Company to deliver promptly to the
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