BEC » Topics » 3. Method of Exercise of Option .

These excerpts taken from the BEC 10-K filed Feb 23, 2009.

3. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

 

   

a written notice stating the number of Common Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,

 

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payment in full for the purchase price of the Common Shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Common Shares already owned by you, valued at their Fair Market Value on the exercise date;

 

   

any written statements or agreements required pursuant to Section 10.1 of the Plan; and

 

   

satisfaction of the tax withholding provisions of Section 5.7 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator.

4. Early Termination of Option. The Option, to the extent not previously exercised, and all other rights hereunder, whether vested and exercisable or not, shall terminate and become null and void upon the earliest of the following:

 

   

the Expiration Date, or

 

   

the termination of the Option in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7 of the Plan.

5. Restrictions on Transfer. Neither the Option, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.

6. Notices. Any notice to be given under the terms of the Award Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to you at your last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if you are no longer a member of the Board, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

7. Plan. The Option and all of your rights under the Award Agreement are subject to, and you agree to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference. In the event of a conflict or inconsistency between the terms and conditions of the Award Agreement and of the Plan, the terms and conditions of the Plan shall govern. You acknowledge having read and understanding the Plan, the Prospectus for the Plan, and the Award Agreement. Unless otherwise expressly provided

 

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in other sections of the Award Agreement, provisions of the Plan that confer discretionary authority on the Administrator do not (and shall not be deemed to) create any rights in you unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Administrator so conferred by appropriate action of the Administrator under the Plan after the date hereof.

8. Entire Agreement. The Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and the Award Agreement may be amended pursuant to Section 8 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect your interests hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

9. Section Headings. The section headings of the Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

10. Governing Law. The Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

 

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3. Method of Exercise of Option.


The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to
such administrative exercise procedures as the Administrator may implement from time to time) of:

 







  

a written notice stating the number of Common Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as
the Administrator may require from time to time,

 


1














  

payment in full for the purchase price of the Common Shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to
compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Common Shares already owned by you, valued at their Fair Market Value on
the exercise date;

 







  

any written statements or agreements required pursuant to Section 10.1 of the Plan; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

satisfaction of the tax withholding provisions of Section 5.7 of the Plan.

FACE="Times New Roman" SIZE="2">The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator.

STYLE="margin-top:6px;margin-bottom:0px">4. Early Termination of Option. The Option, to the extent not previously exercised, and all other rights hereunder, whether vested and exercisable
or not, shall terminate and become null and void upon the earliest of the following:

 







  

the Expiration Date, or

 







  

the termination of the Option in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7 of the Plan.

5. Restrictions on Transfer. Neither the Option, nor any interest therein or amount or shares payable in respect thereof
may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or
(b) transfers by will or the laws of descent and distribution.

6. Notices. Any notice to be given under the terms of the Award
Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to you at your last address reflected on the Corporation’s records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be given only when received, but if you are no longer a member of the Board, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

STYLE="margin-top:12px;margin-bottom:0px">7. Plan. The Option and all of your rights under the Award Agreement are subject to, and you agree to be bound by, all of the terms and conditions of the
provisions of the Plan, incorporated herein by reference. In the event of a conflict or inconsistency between the terms and conditions of the Award Agreement and of the Plan, the terms and conditions of the Plan shall govern. You acknowledge having
read and understanding the Plan, the Prospectus for the Plan, and the Award Agreement. Unless otherwise expressly provided

 


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in other sections of the Award Agreement, provisions of the Plan that confer discretionary authority on the Administrator do not (and shall not be deemed to)
create any rights in you unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Administrator so conferred by appropriate action of the Administrator under the Plan after the date hereof.


8. Entire Agreement. The Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and the Award Agreement may be amended pursuant to Section 8 of the Plan. Such amendment must be in writing and signed by the Corporation. The
Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect your interests hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same
provision or a waiver of any other provision hereof.

9. Section Headings. The section headings of the Award Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.

10. Governing Law. The Award Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

 


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EX-10.32
6
dex1032.htm
FORM OF 2007 LONG-TERM PERFORMANCE PLAN TERMS & CONDITIONS AWARD NOTICE


Form of 2007 Long-Term Performance Plan Terms & Conditions Award Notice



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 23, 2009
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