A Combination of Cash and Cortland Bancorp Shares. As described below:
a combination of cash and shares of Cortland Bancorp common stock, or
Under the terms of Cortland Bancorp’s 2015 Director Equity Plan, Cortland Bancorp hereby grants to an option to purchase from Cortland Bancorp a total of shares of Cortland Bancorp common stock at the exercise price per share set forth below:
actual or constructive delivery of unrestricted shares of Cortland Bancorp common stock,
Restrictions on Exercise. This Option may not be exercised before the Director Equity Plan is approved by Cortland Bancorp stockholders, or if the issuance of shares upon such exercise or the method of payment of consideration for shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part of Title 12 of the Code of Federal Regulations (“Regulation G”) as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, Cortland Bancorp may require the Optionee to make any representation and warranty to Cortland Bancorp as Cortland Bancorp in its sole discretion considers necessary or appropriate under applicable law.
Optionee's Representations. If this Option and the shares acquirable by exercise of this Option are not registered under the Securities Act of 1933 when this Option is exercised, the Optionee must, if required by Cortland Bancorp, concurrently with the exercise of all or any portion of this Option deliver to Cortland Bancorp an investment representation statement in the customary form, a copy of which is available for Optionee’s review from Cortland Bancorp upon request. Optionee acknowledges and agrees that a certificate or certificates representing shares acquired by exercise of an Option may bear a restrictive legend or legends noting the restrictions on transfer arising under applicable securities laws and the Director Equity Plan.
No Shares will be issued for the exercise of an Option unless the issuance and exercise comply with all relevant provisions of law and the requirements of any stock exchange upon which Cortland Bancorp common stock may then be listed. For income tax purposes shares will be considered transferred to the Optionee on the date the Option is exercised.
The Optionee acknowledges and agrees that the vesting of shares according to the Notice of Grant and [section 3] of this Non-Qualified Stock Option Agreement is earned solely by continuing employment or service with Cortland Bancorp. The Optionee acknowledges receipt of a copy of the Director Equity Plan and represents that the Optionee is familiar with its terms and provisions. The Optionee hereby accepts this Option subject to all of those terms and provisions. The Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors upon any questions arising under the Director Equity Plan. The Optionee further agrees to notify Cortland Bancorp of any change in the residence address below.
The distribution with respect to an exercised Stand-alone Right may be made in # shares of Common Stock valued at Fair Market Value on the exercise date, # cash or # a combination of cash and shares of Common Stock, as specified in the applicable Award agreement.
(jj) Restricted Stock Unit means a right to receive Shares, including Restricted Stock, cash measured based upon the value of Shares, or a combination thereof, at the end of a specified deferral period.
Performance Units. The Right of a Grantee to receive a combination of cash and Shares under such terms and conditions as described in [Article V].
by a combination of cash and unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option; and
An Other Stock-Based Award may be settled in full Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.
combination of cash and that number of other such shares of Company common stock meeting the requirements described in # sufficient to satisfy the withholding obligation; or
“Cortland” has the meaning set forth in the recitals.
At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
Cash Awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable Service requirement (or the waiver of such goals or Service requirement) may be paid in # cash, # shares of Common Stock valued at Fair Market Value on the payment date or # a combination of cash and shares of Common Stock as the Plan Administrator shall determine.
the Borrower and any Restricted Subsidiary may # pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and # honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;
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