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described in section 7.5 of the 1995 Plan. Both the writing of a
check to Primus and the crediting of the shares to petitioner’s
brokerage account were but ministerial acts done in furtherance
of his exercise of July 14, 2000.
Petitioners argue that the exercise of the stock options did
not occur until July 18, 2000, because that is when full payment
of the exercise price of the shares took place in the form of the
issuance and delivery by Piper Jaffray of a check in full payment
of the exercise price. Petitioner’s notice, as superseded,
provided for payment in a method, as an alternative to a cash
payment, that was permitted by section 7.5(iii) of the 1995 Plan
and was sufficient to validate and make effective the notice on
July 14, 2000. Petitioners argue that this method was
unavailable to petitioner as a means by which to exercise his
options because it was not expressly provided for in the stock
option letter agreements entered into between petitioner and
Primus. We disagree. It was not necessary for that method to be
expressly provided for in those agreements because the agreements
specifically state that the terms of the options are as set forth
in the 1995 Plan and the stock option letter agreements, that the
agreements are subject to and in accordance with the express
terms and conditions of the 1995 Plan and are in all respects
limited by and subject to the express terms and provisions of the
1995 Plan, and that the terms set forth in the agreements are a
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