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 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;
For purposes of determining whether Bancorp has undergone a Change of Control under this [Section 8], the term Bancorp shall include any corporation that is a majority shareholder of Bancorp within the meaning of [Section 409A] (owning more than 50% of the total fair market value and total voting power of Bancorp).
Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.
At the discretion of the Administrator, payment upon exercise may be in cash, shares of Stock (with or without restrictions), or any combination thereof, as determined by the Administrator in its sole discretion.
Notwithstanding the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated by this subsection that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination of the Shares.
AGREEMENT dated as of , 2018 by and among FIRST BANCORP (“BanCorp”), a registered bank holding company, and its subsidiary FIRSTBANK PUERTO RICO, a commercial bank (the “Bank,” and together with BanCorp, the “Company”) and [Executive] (or “Executive”).
The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU may be made.
Payment of Other Stock-Based Awards and Cash-Based Awards. Payment, if any, with respect to Cash-Based Awards and Other Stock-Based Awards shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares or a combination of both as determined by the Committee in its sole discretion.
Payment of Restricted Share Units. The payment of Restricted Share Units shall be made in shares of Stock unless the Board determines at the time of grant that payment will be made in cash or a combination of both cash and shares of Stock. The payment of Restricted Share Units shall be made within 90 days following the end of the Restricted Period.
One hundred percent, (100%) in cash where the investor invests in the Company by buying shares from treasury, makes a loan to the Company, forfeits deposits or pays penalties, or any other combination of debt, equity, forfeitures and penalties; and
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