Common use of NOTICE OF EXERCISE Clause in Contracts

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.

NOTICE OF EXERCISE. When you wish to exercise this Option, Option you must notify provide a notice of exercise form in accordance with such procedures as are established by the Company by filing an appropriate "Notice and communicated to you from time to time. Any notice of Exercise" form at the Company's headquarters. Your notice exercise must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right registered. The notice of survivorship). Your notice exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share Option exercise price for the Shares you are purchasing. Payment may be made in cashthe following form(s): • Your personal check, a cashier's ’s check or a money order ororder. VIOLIN MEMORY, INC. STOCK OPTION AGREEMENT • Certificates for Shares that you own, along with any forms needed to effect a transfer of those Shares to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering Shares, you may attest to the ownership of those Shares on a form provided by the Company and have the same number of Shares subtracted from the Shares issued to you upon exercise of the Option. However, you may not surrender or attest to the ownership of Shares in payment of the exercise price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes. • By delivery on a form approved by the Company of an irrevocable direction to a securities broker approved by the Company to sell all or part of the Shares that are issued to you when you exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to deliver to the Exercise Price per Share for Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by providing a notice of exercise form approved by the Company. • By delivery on a form approved by the Company of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares that are issued to you are purchasing. Withholding Taxes You will not be allowed to when you exercise this Option unless you make acceptable arrangements as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the Option exercise price and any withholding or other taxes that may taxes. The directions must be due as given by providing a result notice of exercise form approved by the Company. • If permitted by the Committee, by a “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of the exercise of this Option or shall be reduced by the sale largest whole number of Shares acquired having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by you in cash other form of payment permitted under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to The directions must be given by providing a notice of exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Sharesform approved by the Company. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if • Any other form permitted by the Committee determines in its sole discretion that such limitation on exercise could discretion. Notwithstanding the foregoing, payment may not be made in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933form that is unlawful, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities determined by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableCommittee in its sole discretion.

NOTICE OF EXERCISE. When you wish In the event that Grantee is entitled to and wishes to exercise this the Option, you must notify it shall send to Issuer a written notice (the Company by filing an appropriate "Option Notice" and the date of which being hereinafter referred to as the "Notice Date") specifying (i) the total number of Exercise" form at shares of Common Stock it will purchase pursuant to such exercise, (ii) the Company's headquarters. Your notice must specify how many Shares you wish to aggregate purchase price as provided herein, and (which may iii) a period of time (that shall not be less than 100 shares orthree business days nor more than thirty business days) running from the Notice Date (the "Closing Date") and a place at which the closing of such purchase shall take place; PROVIDED, THAT, if smallerprior notification to or approval of the Federal Reserve Board or any other Governmental Authority is required in connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the number required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application, and (c) for the purpose of remaining Shares subject determining the Closing Date pursuant to clause (iii) of this Optionsentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated, and how your Shares should (y) in connection with any Approval, the date on which such approval has been obtained and any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be registered (in your name only deemed to occur on the Notice Date relating thereto. On or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove prior to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseClosing Date, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Grantee shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in revoke its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for Option in the issuance or transfer of any securities. Such limitation on event that the transaction constituting a Purchase Event that gives rise to such right to exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablehave been consummated.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase execute Exhibit A (which may not be less than 100 shares orand, if smallerexercise is prior to vesting, the number of remaining Shares subject to this Option) you must also execute Exhibits B and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorshipD). Your notice exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseExhibit A, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms at the discretion of the committee: · Your personal check, a cashier's ’s check or a money order or, order. · Shares which you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market which are surrendered to the Company. The value equal of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. · To the extent that a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. · Any other form of legal consideration approved by the Committee. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under upon exercise of this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exerciseexercise or sale. In particular, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) 180 days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, in respect of any underwritten public offering by the Company, you agree that you will not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the registration statement of the Company filed under the Securities Act in respect of such offering and (b) such other period of time as agreed to by holders of a majority of the then outstanding Shares. By signing this Agreement you agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the end of such period. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, as amended (the “Securities Act”), but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order oror another cash equivalent acceptable to the Company. • To the extent permitted by law and at the discretion of the Board, shares of Stock which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six months and that have a fair market value equal which are surrendered to the Exercise Price per Share Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • To the extent a public market for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due Stock exists as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities determined by the Company, facilitate by delivery (on a form prescribed by the registration Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or qualification part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any securities by marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the Securities Act laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Forum Selection At all times each party hereto (a) irrevocably submits to the exclusive jurisdiction of any state securities lawsNew York court or Federal court sitting in New York; (b) agrees that any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in such New York or Federal court; (c) to the extent permitted by law irrevocably waives (i) any objection such party may have to the laying of venue of any such action or proceeding in any of such courts, or facilitate (ii) any claim that such party may have that any such action or proceeding has been brought in an inconvenient forum; and (d) to the perfection extent permitted by law irrevocably agrees that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this section entitled “Forum Selection” shall affect the right of any exemption from the registration or qualification requirements of the Securities Act or party hereto to serve legal process in any state securities laws for the issuance or transfer of any securitiesmanner permitted by law. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.Legend/

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and below. When you wish to exercise this Option, you must notify the Company or its designee or agent by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares of Stock you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the CompanyCompany or its designee or agent and when it is accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal, state, local, or foreign tax or withholding payment which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Option Price per Share for the Shares shares of Stock you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order ororder, you may exercise this Option by tendering Shares or another cash equivalent acceptable to the Company. · By surrender to the Company of shares of Stock which you already have owned for at least six months and that have a fair market own. The value equal of the surrendered shares of Stock, determined as of the effective date of the exercise of the Option, will be applied to the Exercise Option Price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price per Share for the Shares you are purchasingand any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares Stock acquired under this Option. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise or sale of shares of Stock arising from this AgreementOption, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant Affiliate. Subject to the Securities Act prior approval of 1933the Company, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities which may be withheld by the Company, facilitate the registration in its sole discretion, you may elect to satisfy this withholding obligation, in whole or qualification of any securities in part, by causing the Company under to withhold shares of Stock otherwise issuable to you or by delivering to the Securities Act Company shares of Stock. The shares of Stock so withheld or delivered must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any state securities lawsrepurchase, forfeiture, unfulfilled vesting, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablesimilar requirements.

NOTICE OF EXERCISE. When you wish In the event that Grantee is entitled to and wishes to exercise this the Option, you must notify it shall send to Issuer a written notice (the Company by filing an appropriate "Notice OPTION NOTICE" and the date of Exercise" form at which being hereinafter referred to as the Company's headquarters. Your notice must specify how many Shares you wish "NOTICE DATE") specifying (i) the total number of shares of Common Stock it will purchase pursuant to such exercise, (ii) the aggregate purchase price as provided herein and (which may iii) a period of time (that shall not be less than 100 shares orthree business days nor more than 30 business days) running from the Notice Date (the "CLOSING DATE") and a place at which the closing of such purchase shall take place; provided, that, if smallerprior notification to or approval of the Federal Reserve Board or any other Governmental Authority is required in connection with such purchase (each, a "NOTIFICATION" or an "APPROVAL," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the number required notice or application for approval ("NOTICE/APPLICATION"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of remaining Shares subject determining the Closing Date pursuant to clause (iii) of this Optionsentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and how your Shares should (y) in connection with any Approval, the date on which such approval has been obtained and any requisite waiting period or periods shall have expired. For purposes of Section 2(a) hereof, any exercise of the Option shall be registered (in your name only deemed to occur on the Notice Date relating thereto. On or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove prior to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseClosing Date, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Grantee shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in revoke its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for Option in the issuance or transfer of any securities. Such limitation on event that the transaction constituting a Purchase Event that gives rise to such right to exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablehave been consummated.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Price per Share option price indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order oror another cash equivalent acceptable to the Company. · Shares of Stock which are owned by you and which are surrendered to the Company, you may including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the option exercise will be applied to the option price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more share certificates. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Stock acquired under this Option. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exercisean Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Company or an Affiliate, as amended applicable (including withholding the "Securities Act"delivery of vested shares of Stock otherwise deliverable under this Agreement), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.

NOTICE OF EXERCISE. When you wish to exercise this Optionaward of SARs, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. All exercises must take place before, and your SARs will expire on, the Last Date to Exercise (shown on the cover sheet), or such earlier date following your death, disability, retirement or other termination of your service as otherwise provided herein or a Change in Control. Your notice must specify how many Shares SARs you wish to purchase (which may not be less than 100 exercise. Your notice must also specify how the shares or, if smaller, of Stock received on the number exercise of remaining Shares subject to this Option) and how your Shares SARs should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option the SARs after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit for SARs Upon your notice of exercise, you must include payment exercise of the Exercise Price per Share for SARs, the Shares Company will pay you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value shares of Stock an amount equal to the Exercise Price per Share for positive difference (if any) between the Shares Fair Market Value of a share of Stock on the exercise date and the SAR Xxxxx Xxxxx, multiplied by the number of SARs being exercised. Any fractional shares of Stock will be paid to you are purchasingin cash. Withholding Taxes You agree, as a condition of this grant, that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option SARs. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the sale exercise of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this AgreementSARs, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, withhold shares that would otherwise have been issued to you under this Agreement or more periods of time, each of which shall withhold such amounts from other payments due to you from the Company or any Affiliate. Retention Rights This Agreement does not exceed one hundred eighty (180) days in length, during which this Option shall not give you the right to be exercisable if retained by the Committee determines in its sole discretion that such limitation on exercise could Company in any way facilitate capacity. The Company reserves the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a lessening shareholder of any restriction on transfer the Company until a certificate for shares of Stock received pursuant to the Securities Act exercise of 1933your SARS has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of SARs and the SAR Xxxxx Xxxxx per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your SARs shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the SARs. Any prior agreements, commitments or negotiations concerning the SARs are superseded. Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting the SARs you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as amended (the "Securities Act")you are entitled to, or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection would be pleased to provide copies. Please contact Corporate Human Resources to request paper copies of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablethese documents.

NOTICE OF EXERCISE. When you wish To: Outsourcing Solutions Inc. The undersigned hereby irrevocably, subject to exercise this Optionthe terms and conditions contained in the attached Warrant, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish elects to purchase ____ shares of Senior Common Stock of Outsourcing Solutions Inc., pursuant to the provisions of Section 1 of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full, in cash. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Senior Common Stock is being acquired solely for the account of the undersigned and the undersigned will not offer, sell or otherwise dispose of any of the Senior Common Stock in contravention of Section 3 of the Warrant. Please issue a certificate or certificates representing said Senior Common Stock in the name of the undersigned or in such other name as is specified below. -------------------------------------- (which may not be less than 100 shares orName) ------------------------- -------------------------------------- (Date) (Signature) ASSIGNMENT FORM FOR VALUE RECEIVED, if smallerthe undersigned registered owner of this Warrant hereby sells, assigns and transfer unto the Assignee named below the attached Warrant, together with all of the rights of the undersigned under the Warrant, with respect to the number of remaining shares of Senior Common Stock set forth below: Name of Assignee Address No. of Shares subject ------------------------ ------------------------ ------------------------ and does hereby irrevocably constitute and appoint ___________ Attorney to make such transfer on the books of Outsourcing Solutions Inc., maintained for the purpose, with full power of substitution in the premises. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Option) Warrant and how your Shares should the securities to be registered (issued upon exercise hereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any securities to be issued upon exercise hereof in your name only or in your and your spouse's names as joint tenants or as joint tenants with right contravention of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment Section 3 of the Exercise Price per Share for Warrant. Further, the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and Assignee has acknowledged that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the upon exercise of this Option or Warrant, the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this AgreementAssignee shall, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities requested by the Company, facilitate confirm in writing, in a form satisfactory to the registration Company, that the securities so purchased are being acquired for investment and not with a view toward distribution or qualification of any securities by resale. Dated: ----------------------------- HOLDER: By: ----------------------------- Title: ----------------------------- Note: The above signature should correspond exactly with the Company under name on the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements face of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableattached Warrant.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's ’s or domestic partner’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms:  Cash, your personal check, a cashier's check or ’s check, a money order or, or another cash equivalent acceptable to the Company.  Shares which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.  By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are purchasingeither an executive officer or a director of the Company). Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares acquired under this Optionoption. Restrictions on Exercise and Resale By signing this AgreementIn the event that the Company determines that any federal, you agree not state, local or foreign tax or withholding payment is required relating to the exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The arising from this grant, the Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of which shall your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot exceed one hundred eighty transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid and expire. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or domestic partner, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement gives you the right to be retained by the Company (180or any parent, Subsidiaries or Affiliates) days in lengthany capacity. The Company (and any parent, during which this Option shall not be exercisable if Subsidiaries or Affiliates) reserves the Committee right to terminate your service at any time and for any reason. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole discretion judgment that such limitation on exercise could it is in any way facilitate a lessening the best interests of the Company to do so, require repayment of any restriction on transfer Shares delivered to you pursuant to this Agreement or to effect the Securities Act cancellation of 1933unvested Shares. In addition, as amended (the "Securities Act"), or any state securities laws with respect you agree that you will be subject to any issuance compensation clawback and recoupment policies that may be applicable to you as an employee of securities by the Company, facilitate the registration or qualification of any securities as in effect from time to time and as approved by the Company under Board, whether or not approved before or after the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableGrant Date.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and purchase. Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. · Shares of Stock which have already been owned by you and which are surrendered to the Shares you are purchasingCompany. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Committee). Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement give you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which shall not exceed one hundred eighty (180) days competes with any business in lengthwhich the Company or any of its Affiliates is engaged during your relationship as a director of the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, during which this Option ownership of less than 1% of the securities of a public company shall not be exercisable treated as an action in competition with the Company. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer required pursuant to the Securities Act Plan. Your option shall be subject to the terms of 1933the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Florida, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as amended (home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the "Securities Act")Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or any state securities laws are employed, including, with respect to any issuance of securities by non-U.S. resident Optionees, to the CompanyUnited States, facilitate to transferees who shall include the registration or qualification of any securities Company and other persons who are designated by the Company under to administer the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice Notice of exerciseExercise, you must include payment of the Exercise Price per Share option price for the Shares you are purchasing. Payment may be made in cashone of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or another cash equivalent acceptable to the Company. • Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price. (If the Shares so surrendered are subject to restrictions or limitations imposed by an agreement between you and the Company, then an equivalent number of the Shares acquired under your option will be subject to all such restrictions and limitations, in addition to any restrictions or limitations imposed by this Agreement.) • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (i.e. “cashless exercise”). Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may exercise not sell this Option by tendering Shares option or use it as security for a loan. If you already have owned for at least six months and that have a fair market value equal attempt to the Exercise Price per Share for the Shares you are purchasingdo any of these things, this option will immediately become void. Withholding Taxes You may, however, dispose of this option in your will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that it may be due as a result transferred upon your death by the laws of descent and distribution. You must notify the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, Company in writing immediately after you agree not to exercise this Option or sell transfer any Shares acquired under by exercising your option, if such transfer occurs on or before the later of (1) the date two years after the date of this Option at a time when applicable laws, regulations Agreement and (2) the date one year after the date you acquired such Shares. You also must provide the Company with any information concerning any such transfer required by the Company for tax purposes. Retention Rights Neither your option nor this Agreement give you the right to be retained by the Company (or Company or underwriter trading policies prohibit exercise, sale or issuance of Sharesany Affiliates) in any capacity. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate (and any law or regulation. The Company shall have Affiliates) reserves the right to designate one terminate your Service at any time and for any reason. Stockholders Rights You, or more periods your estate or heirs, have no rights as a stockholder of time, each of which shall not exceed one hundred eighty the Company until a certificate for your option’s Shares has been issued (180) days in length, during which this Option shall not be exercisable or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended applicable record date occurs before your share certificate is issued (the "Securities Act"or an appropriate book entry has been made), or any state securities laws with respect to any issuance of securities by except as described in the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. When you wish The Notice shall set forth the Optionee's election to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, Option and the number of remaining Shares subject shares with respect to this Optionwhich the Option is being exercised, and shall be signed by the Optionee. The Notice, other than the notice required under Sections 2.a. and 2.b. herein (collectively, the "Material Events Notices") and how your Shares should , shall be registered accompanied by payment of the appropriate exercise price in cash or a cash equivalent. The Option shall be deemed exercised upon the Corporation's receipt of the Notice accompanied by the appropriate exercise price. Payment for Options exercised in connection with the Material Events Notices (in your name only the "Material Events Options") shall be delivered to the Corporation no later than five (5) days following receipt from the Corporation of notice informing Optionee of the consummation date of the IPO or in your and your spouse's names Corporate Sale, as joint tenants or as joint tenants with right of survivorship)applicable. Your notice will be effective when it is Notwithstanding anything contrary herein, all Material Events Options for which payment has not been received by the CompanyCorporation as set forth above shall be deemed terminated. If someone else wants to exercise this Option after your death, that person must prove Certificates for shares purchased hereunder shall be delivered to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of Optionee within thirty (30) business days after the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions date on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not have been exercised as aforesaid other than the Material Events Options, but Optionee shall be exercisable if deemed the Committee determines record owner of such Option Shares as of and from the close of business on the date on which the Notice, together with the payment, is received. Certificates for shares purchased in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant connection with the Material Events Options hereunder shall be delivered to the Securities Act Optionee within thirty (30) business days after receipt of 1933payment therefor, but Optionee shall be deemed the record owner of the related Option Shares as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption and from the registration or qualification requirements close of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth business on the cover page other than to limit the periods during date on which this Option shall be exercisablesuch payment is received.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and purchase. Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. · Shares of Stock which have already been owned by you and which are surrendered to the Shares you are purchasingCompany. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant Affiliate. Subject to the Securities Act prior approval of 1933the Company, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities which may be withheld by the Company, facilitate in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the registration Company to withhold shares of Stock otherwise issuable to you or qualification by delivering to the Company shares of Stock. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any securities marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement give you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made). Forfeiture of Rights If following the termination of your Service (i) you should take actions in knowing violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees of the Company or any Affiliate or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, and (ii) your knowing actions result in or are reasonably likely to result in material harm to the Company, the Company has the right to cause an immediate forfeiture of your rights to this Option and the Option shall immediately expire. Actions taken by you under the Securities Act foregoing paragraph shall be referred to as “Restrictive Covenant Violations.” In addition, if you have exercised any Options during the one year period prior to your Restrictive Covenant Violations, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), less the option exercise price, and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company, less the option exercise price (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any state other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Clawback This Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Adjustments In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of shares, spin-off, or other similar change in capitalization or event, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) by action of the Board of Directors. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer this Award, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the perfection administration of this Agreement. By accepting this option, you give explicit consent to the Company to process any exemption from such personal data. You also give explicit consent to the registration Company to transfer any such personal data outside the country in which you work or qualification requirements of are employed, including, with respect to non-U.S. resident grantees, to the Securities Act or any state securities laws for United States, to transferees who shall include the issuance or transfer of any securities. Such limitation on exercise shall not alter Company and other persons who are designated by the Vesting Schedule set forth on Company to administer the cover page other than to limit the periods during which this Option shall be exercisableAgreement.

NOTICE OF EXERCISE. When you wish To Be Executed by the Warrant Holder In Order to Exercise Warrants The undersigned Warrant Holder hereby irrevocably elects to exercise _________ Warrants represented by Warrant Certificate Number ____________, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that certificates for such shares of Common Stock shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (Please print or type name and address) and be delivered to (Please print or type name and address) and if such number of Warrants shall not be all the Warrants evidenced by this OptionWarrant Certificate, you must notify that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the registered Warrant Holder at the address stated below. The undersigned elects to exercise the following number of Warrants pursuant to the terms of the Warrant Certificate: The undersigned elects to exercise the purchase rights represented by the Warrant Certificate pursuant to: □ the cash exercise provisions set forth in Section 3.2 of the Warrant Certificate, and, in accordance therewith, hereby tenders to the Company payment to the Company of an amount equal to the product of (x) the then applicable Exercise Price, multiplied by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, y) the number of remaining Warrant Shares subject to this Option) and how your Shares should be registered (being purchased upon such exercise in your name only accordance with Section 3.2, together with the surrender of the Warrant Certificate; or □ the cashless exercise provisions set forth in your and your spouse's names as joint tenants or as joint tenants with right Section 3.3 of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your deathWarrant Certificate, that person must prove and, in accordance therewith, hereby surrenders to the Company's satisfaction that he or she is entitled to do soCompany the Warrant Certificate. Form Dated: (Signature of Payment When you submit your notice of exerciseWarrant Holder) (Address) (Taxpayer Identification Number) Signature Guaranteed THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cashWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, a cashier's check or a money order orAND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this AgreementNEW YORK STOCK EXCHANGE, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE.

NOTICE OF EXERCISE. When you wish To Be Executed by the Warrant Holder In Order to Exercise Warrants The undersigned Warrant Holder hereby irrevocably elects to exercise Warrants represented by this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase Warrant by: (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Optioncheck one) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include ¨ payment of the Exercise Price per Share in cash pursuant to Section 2.1(a) of the Warrant ¨ the cashless exercise option pursuant to Section 2.1(b) of the Warrant for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result shares of Common Stock issuable upon the exercise of this Option such Warrants, and requests that certificates for such shares of Common Stock shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or the sale type name and address) and be delivered to (please print or type name and address) and if such number of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option Warrants shall not be exercisable if all the Committee determines Warrants evidenced by this Warrant, that a new Warrant for the balance of such Warrants be registered in its sole discretion the name of, and delivered to, the registered Warrant Holder at the address stated above. The undersigned hereby represents and warrants to the Company that such limitation on exercise could in any way facilitate a lessening it is an “Accredited Investor” within the meaning of any restriction on transfer pursuant to Rule 501(c) of the Securities Act of 1933, as amended (the "“Securities Act"”), and is acquiring these securities for its own account and not with a view to, or for sale in connection with, any state distribution thereof, nor with any present intention of distributing or selling the same. The undersigned further represents that it does not have any contract, agreement, understanding or arrangement with any person to sell, transfer or grant the shares of Common Stock issuable under this Warrant. The undersigned understands that the shares it will be receiving are “restricted securities” under federal securities laws with respect inasmuch as they are being acquired from Renegy Holdings, Inc., in transactions not including any public offering and that under such laws, such shares may only be sold pursuant to any issuance of securities by the Company, facilitate the an effective and current registration or qualification of any securities by the Company statement under the Securities Act or any state securities laws, or facilitate the perfection of any an exemption from the registration or qualification requirements of the Securities Act or and any other applicable restrictions including the requirements of state securities laws for and “blue sky” laws, in which event a legend or legends will be placed upon the issuance or transfer of any securitiescertificate(s) representing the Common Stock issuable under this Warrant denoting such restrictions. Such limitation on exercise shall not alter The undersigned understands and acknowledges that the Vesting Schedule set forth Company will rely on the cover page other than accuracy of these representations and warranties in issuing the securities underlying the Warrant. Dated: (Signature of Registered Holder) ASSIGNMENT FORM To be executed by the Warrant Holder In order to limit Assign Warrants FOR VALUE RECEIVED, hereby sell, assigns and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (Please print or type name and address) of the periods during which Warrants represented by this Option shall be exercisable.Warrant, and hereby irrevocably constitutes and appoints Attorney to transfer this Warrant on the books of the Company, with full power of substitution in the premises. Dated: (Signature of Registered Holder) (Signature Guaranteed)

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be purchase, but no less than 100 shares or, if smaller, the number of remaining Shares unless there are less than 100 shares then subject to this Option) and option. Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorshipsurvivorship or as tenants in common). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share Company. • Shares of Stock which are surrendered to the Company either in certificate form or by attestation. The value of the shares, determined as of the effective date of the option exercise, will be applied to the Option Price. • To the extent a public market for the Shares you are purchasingStock exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Option. Restrictions on Exercise and Resale By signing this Agreementoption, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable lawsincluding, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance Company consents, payment by the delivery of Shares at Stock. In the event that time would violate the Company determines that any law federal, state, local or regulation. The foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of which shall your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot exceed one hundred eighty (180) days transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in lengthyour will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, during which this Option shall the Company is not be exercisable if obligated to honor a notice of exercise from your spouse, nor is the Committee determines Company obligated to recognize your spouse’s interest in its sole discretion that such limitation on exercise could your option in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableway.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify complete and execute such documents, if any, and complete such processes, that the Company or a securities broker approved by filing an appropriate "the Company may require to accomplish the Option exercise (“Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship”). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice Notice of exerciseExercise, you must include payment of the Exercise Price per Share exercise price for the Shares you are purchasing. Payment may be made in cashone (or a combination of both) of the following forms: • Your personal check, a cashier's ’s check or a money order or, you may exercise this Option order. • Irrevocable directions to a securities broker approved by tendering the Company to sell your Shares you already have owned for at least six months and that have a fair market value equal subject to the Exercise Price per Share for Option and to deliver all or a portion of the Shares you are purchasingsale proceeds to the Company in payment of the exercise price. Withholding (The balance of the sale proceeds, if any, less withholding taxes, if applicable, will be delivered to you.) The directions must be given by signing forms, if any, provided by the Company or the securities broker. With the consent of the Administrator, payment may also be made by any other method set forth in Section 6.5 of the Plan. Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Optionexercise. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this received upon exercise of the Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercisea sale. Transfer of Option Prior to your death, sale or issuance of Shares. The Company will not permit only you to may exercise this Option if the issuance of Shares at that time would violate any law Option. You cannot transfer or regulationassign this Option. The Company shall have the right to designate one or more periods of timeFor instance, each of which shall you may not exceed one hundred eighty (180) days in length, during which sell this Option shall or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company or a securities broker, as applicable, is not be exercisable if obligated to honor a Notice of Exercise from your former spouse, nor is the Committee determines Company or the securities broker obligated to recognize your former spouse’s interest in its sole discretion that such limitation on exercise could your Option in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act")other way. Shareholder Rights You, or any state securities laws your estate or heirs, have no rights as a shareholder of the Company with respect to any issuance Shares subject to the Option until a proper Notice of securities Exercise has been submitted, the exercise price has been tendered and you, or your estate or heirs, become the holder of such Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before a proper Notice of Exercise has been submitted and the exercise price has been tendered, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by this Option and the Company, facilitate exercise price per Share may be adjusted pursuant to the registration or qualification of any securities by Plan. In the event where the Company is a party to a merger, this Option will be handled in accordance with the Plan. Applicable Law This Agreement will be interpreted and enforced under the Securities Act or any state securities laws, or facilitate the perfection laws of any exemption from the registration or qualification requirements Ireland. The Plan and Other Agreements The text of the Securities Act Plan and any amendments thereto are incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or any state securities laws for the issuance or transfer of any securitiesnegotiations concerning this Option are superseded. Such limitation on exercise shall not alter the Vesting Schedule set forth on By signing the cover page other than sheet of this Agreement, you agree to limit all of the periods during which this Option shall be exercisableterms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock by following the procedures set forth in the Plan and in this Agreement.When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. .If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cash, a cashier's check one (or a money order or, combination) of the following forms:• Immediately available funds.• Shares of Stock owned by you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The Fair Market Value of the Shares you are purchasingshares as of the effective date of the option exercise will be applied to the option price.• By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 16.3 of the Plan (including in connection with a same day sale). Restrictions Payment must be made in immediately available funds. Xxxxxxx's initials ____ Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in a written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until the Stock has been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on Exercise the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan.Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 15 of the Plan. Applicable Law This Agreement will be interpreted and Resale enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company. • Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. Withholding Taxes You will not be allowed to exercise agree as a condition of this Option unless that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exerciseany Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable, shall have the right to designate one require such payments from you or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Affiliate, as amended (applicable or withhold the "Securities Act"), or any state securities laws with respect to any issuance delivery of securities by the Company, facilitate the registration or qualification vested shares of any securities by the Company Stock otherwise deliverable under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableAgreement.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify complete and execute such documents, if any, and complete such processes, that the Company or a securities broker approved by filing an appropriate "the Company may require to accomplish the Option exercise (“Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship”). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice Notice of exerciseExercise, you must include payment of the Exercise Price per Share exercise price for the Shares you are purchasing. Payment may be made in cashone (or a combination of both) of the following forms: • Your personal check, a cashier's ’s check or a money order or, you may exercise this Option order. • Irrevocable directions to a securities broker approved by tendering the Company to sell your Shares you already have owned for at least six months and that have a fair market value equal subject to the Exercise Price per Share for Option and to deliver all or a portion of the Shares you are purchasing. Withholding Taxes You will not be allowed sale proceeds to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result the Company in payment of the exercise price. (The balance of this Option the sale proceeds, if any, less withholding taxes, will be delivered to you.) The directions must be given by signing forms, if any, provided by the Company or the sale securities broker. Taxes All obligations of Shares acquired the Company under this OptionAgreement shall be subject to the rights of your employer to withhold amounts required to be withheld for any Taxes (as defined below), if applicable. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening Regardless of any restriction on transfer pursuant to action the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws Company and/or your employer take with respect to any issuance of securities by or all Taxes, you acknowledge that the Company, facilitate ultimate liability for all Taxes is and remains your responsibility and may exceed the registration or qualification of any securities amount actually withheld by the Company or your employer. You further acknowledge that the Company and/or your employer (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of any Shares purchased upon exercise of the Option; and (ii) do not commit to, and are under no obligation to, structure the Securities Act terms of the grant or any state securities lawsaspect of the Option to reduce or eliminate your liability for Taxes or achieve any particular tax result. Further, or facilitate if you are subject to Taxes in more than one jurisdiction between the perfection Grant Date and the date of any exemption from relevant taxable or tax withholding event, as applicable, you acknowledge that the registration Company and/or the employer (or qualification requirements of the Securities Act former employer, as applicable) may be required to withhold or any state securities laws account for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other Taxes in more than to limit the periods during which this Option shall be exercisableone jurisdiction.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "Notice the proper notice of Exercise" exercise form at the Company's headquartersaddress given on the form, a copy of which is attached hereto. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants community property or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form Periods of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or Any other taxes that may be due as a result of the exercise provision of this Option or Agreement notwithstanding, the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Nonexercisability Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), ) or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option option shall be exercisable. Form of Payment When you submit your notice of exercise, you must include payment of the option price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: . Your personal check, a cashier's check or a money order. . Common Stock which has already been owned by you for any time period specified by the Committee and which is surrendered to the Company. The value of the Stock, determined as of the effective date of the option exercise, will be applied to the option price. . To the extent that a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or the sale of Shares acquired upon exercise of this option. Market Stand-Off In connection with any underwritten public offering by the Agreement Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any Shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement, not to exceed one hundred eighty (180) days as may be requested by the Company or such underwriters. In order to enforce the provisions of this paragraph, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. Restrictions on By signing this Agreement, you agree not to sell any option Resale Shares at a time when applicable laws, regulations or Company or underwriter trading policies prohibit a sale. You represent and agree that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the time of exercise to make such representations as are deemed necessary or appropriate by the Company and its counsel as a condition of issuance of the Shares to you by the Company. The Company's In the event that you propose to sell, pledge or otherwise Right of First transfer to a third party any vested Shares acquired under Refusal this Agreement, or any interest in such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer vested Shares acquired under this Agreement, you must give a written notice to the Company describing fully the proposed transfer, including the number of Xxxxxx proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee (the "Transfer Notice"). The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice. The Company's Right of First Refusal shall inure to the benefit of its successors and assigns, shall be freely assignable in whole or in part and shall be binding upon any transferee of the Shares. The Company's Right of First Refusal shall terminate in the event that Stock is listed on an established stock exchange or is quoted regularly on the Nasdaq Stock Market. Transfer of Option Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will, or you may designate a beneficiary to exercise this option. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your option in any other way. No Retention Rights Your option or this Agreement do not give you the right to be retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends All certificates representing the Shares issued upon exercise of this option shall, where applicable, have endorsed thereon the following legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS, INCLUDING RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SECURITIES. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST XXXXXXX A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE NOT REQUIRED." Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California without regard to conflicts of laws provisions thereof. The Plan and Other The text of the Plan is incorporated in this Agreement by Agreements reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. NOTICE OF EXERCISE OF STOCK OPTION Vivid Publishing, Inc. 000 Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-1814 Attn: Chief Financial Officer Re: Exercise of Stock Option to Purchase Shares of Company Stock Ladies and Gentlemen: Pursuant to the Stock Option Agreement dated ________________ , 199_ (the "Stock Option Agreement"), between Vivid Publishing, Inc., a California corporation (the "Company"), and the undersigned, I hereby elect to purchase ______________ shares of the common stock of the Company (the "Shares"), at the price of $ _____________ per Share. My check in the amount of $ _________ is enclosed. The Shares are to be issued in __________ certificate(s) and registered in the name(s) of: ----------------------------- ----------------------------- The undersigned understands there may be tax consequences as a result of the purchase or disposition of the Shares. The undersigned represents that he/she has received and reviewed the Plan's federal income tax information and consulted with any tax consultants he/she deems advisable in connection with the purchase or disposition of the Shares and the undersigned is not relying on the Company for any tax advice. The undersigned acknowledges that he/she has received, read and understood the Stock Option Agreement and agrees to abide by and be bound by their terms and conditions. The undersigned represents that the Shares are being acquired soley for his/her own account and not as a nominee for any other party, or for investment, and that the undersigned purchaser will not offer, sell or otherwise dispose of any such Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Dated: ---------------------- ---------------------------------------- (Signature) ---------------------------------------- (Please Print Name) Social Security No. --------------------- ---------------------------------------- ---------------------------------------- (Full Address) IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. VIVID PUBLISHING, INC. 1996 STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT (Monthly Vesting over Four Years with 90-Day Cliff) VIVID PUBLISHING, INC., a California corporation (the "Company"), hereby grants an option to purchase Shares of its common stock to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's 1996 Stock Plan (the "Plan").

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares of Stock purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares of Stock you are purchasing. Payment may be made in cashone (or a combination) of the following forms: Cash, your personal check, a cashier's check ’s check, a money order, or another cash equivalent acceptable to the Company. Shares of Stock that are owned by you and that are surrendered to the Company. The Fair Market Value of the shares of Stock as of the effective date of the Option exercise will be applied to the Option Price. By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any required withholding taxes (if approved in advance by the Committee or the Board if you are either an executive officer or a money order ordirector of the Company). With the consent of the Company, you may exercise this Option by tendering Shares you already have owned for at least six months and the Company’s withholding shares of Stock that have a fair market value would otherwise be issuable in an amount equal to the Exercise Option Price per Share for and the Shares you are purchasingrequired tax withholding amount. Evidence of Issuance The issuance of the shares of Stock upon exercise of this Option will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates. Withholding Taxes You will not be allowed to exercise agree as a condition of this Option unless that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of shares of Stock acquired under this Option. In the event that the Company, the Bank, or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under shares of Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option the Company, the Bank, or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company Affiliate will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods of timewithhold such amounts from other payments due to you from the Company, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act")Bank, or any state securities laws Affiliate. To satisfy this withholding obligation, the Company may provide you with respect the opportunity, in its discretion, to have the Company withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. If the Company provides you with the foregoing opportunity and you fail to make an election to do either, the Company may determine which method to use, including by withholding shares of Stock otherwise issuable to you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any issuance of securities by the Companyrepurchase, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities lawsforfeiture, unfulfilled vesting, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablesimilar requirements.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than 100 shares, unless the number of vested shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Price per Share option price indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order oror another cash equivalent acceptable to the Company. · Shares of Stock which are owned by you and which are surrendered to the Company, you may including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the option exercise will be applied to the option price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more share certificates. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Stock acquired under this Option. In the event that any the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exercisean Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Company or an Affiliate, as amended applicable (including withholding the "Securities Act"delivery of vested shares of Stock otherwise deliverable under this Agreement), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: — Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company. — Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. — By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. Withholding Taxes You will not be allowed to exercise agree as a condition of this Option unless that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exerciseany Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable, shall have the right to designate one require such payments from you or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Affiliate, as amended (applicable or withhold the "Securities Act"), or any state securities laws with respect to any issuance delivery of securities by the Company, facilitate the registration or qualification vested shares of any securities by the Company Stock otherwise deliverable under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableAgreement.

NOTICE OF EXERCISE. When you wish Tenant shall give Landlord written notice of its intent to exercise the Option to Renew at least two hundred forty (240) [this Option, you must notify number was changed because if Tenant exercises its right to rescind then Landlord has lost 40 days (30 + 10) of time to market the Company by filing an appropriate "Notice of Exercise" form at property - since the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment term of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You lease will not be allowed extended by the amount of lost time, Landlord needs to be notified earlier of Tenant's intent to exercise this Option unless you make acceptable arrangements the option] days but not more than three hundred sixty-five (365) days prior to pay any withholding or other taxes that may be due as a result the expiration of the immediately preceding term. If Tenant fails to notify Landlord in writing of its intent to exercise its Option to Renew as set forth in the preceding paragraph, the Option to Renew shall terminate, and Landlord shall be free to enter into a lease with a third party. Within twenty (20) days after Landlord receives the notice described in the previous sentence, Landlord will provide Tenant with Landlord's determination of the Fair Market Rental Rate for the Option Term. Tenant shall have either (a) thirty (30) days from Landlord's notification of the proposed Base Rent to accept Landlord's determination of Base Rent for the Option Term or provide its own determination of Fair Market Rental Rate for Landlord's consideration accompanied by market information on which Tenant based its determination or (b) ten (10) days from Landlord's notification of the proposed Base Rent to rescind its notice of exercise of this its Option or the sale of Shares acquired to Renew, in which case Tenant's Option to Renew shall be null and void and Tenant shall have no further rights under this OptionSection 2.12. Restrictions on Exercise and Resale By signing this AgreementIf Tenant fails to deliver a rescission notice within such ten (10) day period described in clause (b) above, you agree not then Tenant will be deemed to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the forever waived its right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in rescind its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than Option to limit the periods during which this Option shall be exercisableRenew.

NOTICE OF EXERCISE. When you wish to exercise this OptionThe Option may be exercised, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish in whole or in part, to purchase (which may a whole number of vested shares of Stock of not be less than 100 shares orone hundred (100) shares, if smaller, unless the number of remaining Shares subject vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement and by giving notice to this Option) and how your Shares should be registered (the Company or its designated agent in your name only or in your and your spouse's names as joint tenants or as joint tenants accordance with right of survivorship). Your notice will be effective when it is received by the Companyinstructions generally applicable to all option holders. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercisewish to exercise this Option in full or in part, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company. • Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing(i) book-entry registration or (ii) issuance of one or more share certificates. Withholding Taxes You agree as a condition of this Agreement that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Affiliate shall have the right to designate one (i) require you to tender a cash payment, (ii) deduct the tax or more withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the exercise of the Option to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iv) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations, provided that, to the extent required to avoid adverse accounting consequences to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Laws. You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Trading Restrictions The Company may establish periods of time, each of which shall not exceed one hundred eighty (180) days in length, from time to time during which this Option shall your ability to engage in transactions involving the Company’s stock is subject to specific restrictions (“Restricted Periods”). Notwithstanding any other provisions herein, you may not be exercisable if exercise Options during an applicable Restricted Period unless such exercise is specifically permitted by the Committee determines Company (in its sole discretion discretion). You may be subject to a Restricted Period for any reason that such limitation on exercise could in any way facilitate a lessening the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of any restriction on transfer pursuant employees or Restricted Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Securities Act of 1933, Company by you. Stockholder Rights You (and your estate or heirs) have no rights as amended (the "Securities Act"), or any state securities laws a stockholder with respect to any issuance the shares of securities by Stock underlying the Option unless and until the shares of Stock underlying the Option have been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, facilitate distributions, or other rights on or with respect to the registration Stock generally if the applicable record date for any such dividend, distribution, or qualification right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of any securities the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at SecureWorks Corp., Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000. Additionally, you may receive a paper copy of the prospectus free of charge from the Company under the Securities Act by contacting Stock Option Administration in writing at Stock Option Administration, SecureWorks Corp., Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, (000) 000-0000 or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablee-mail Xxxxx_Xxxxxx_Xxxxxxxxxxxxx@XxxxxxXxxxx.xxx.

NOTICE OF EXERCISE. When you wish to exercise this Optionaward of SARs, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. All exercises must take place before, and your SARs will expire on, the Last Date to Exercise (shown on the cover sheet), or such earlier date following your death, disability, retirement or other termination of your service as otherwise provided herein. Your notice must specify how many Shares SARs you wish to purchase (which may not be less than 100 exercise. Your notice must also specify how the shares or, if smaller, of Stock received on the number exercise of remaining Shares subject to this Option) and how your Shares SARs should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option the SARs after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit for SARs Upon your notice of exercise, you must include payment exercise of the Exercise Price per Share for SARs, the Shares Company will pay you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value shares of Stock an amount equal to the Exercise Price per Share for positive difference (if any) between the Shares Fair Market Value of a share of Stock on the exercise date and the SAR Xxxxx Xxxxx, multiplied by the number of SARs being exercised. Any fractional shares of Stock will be paid to you are purchasingin cash. Withholding Taxes You will not be allowed to exercise this Option the SARs unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option the SARs. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares acquired under shares arising from this Option. Restrictions on Exercise and Resale By signing this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, withhold such amount from the proceeds of the exercise of your SARs, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of time, each SARs Other than as provided in Section 10.2 of which shall not exceed one hundred eighty (180) days in lengththe Plan, during which this Option shall your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the SARs, and you cannot transfer or assign the SARs. For instance, you may not sell the SARs or use them as security for a loan. If you attempt to do any of these things, the SARs will immediately become invalid. You may, however, dispose of the SARS in your will or the SARs may be exercisable if transferred upon your death by the Committee determines laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in its sole discretion that such limitation on exercise could your SARs in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableway.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than 100 shares, unless the number of vested shares purchased is the total number available for purchase under the option, by following the procedures set forth in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Price per Share option price indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, or another cash equivalent acceptable to the Company. • Shares of Stock which are owned by you may and which are surrendered to the Company. The Fair Market Value of the shares as of the effective date of the option exercise will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Committee of the Board if you are either an executive officer or a director of the Company). Evidence of Issuance The issuance of the shares upon exercise of this Option shall be evidenced by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasingissuance of one or more share certificates. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Stock acquired under this Option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that require such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act")payments from you, or any state securities laws with respect withhold such amounts from other payments due to any issuance of securities by the Company, facilitate the registration or qualification of any securities by you from the Company (including withholding the delivery of vested shares of Stock otherwise deliverable under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableAgreement).

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms:  Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company.  Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price.  By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. Withholding Taxes You will not be allowed to exercise agree as a condition of this Option unless that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exerciseany Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable, shall have the right to designate one require such payments from you or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Affiliate, as amended (applicable or withhold the "Securities Act"), or any state securities laws with respect to any issuance delivery of securities by the Company, facilitate the registration or qualification vested shares of any securities by the Company Stock otherwise deliverable under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableAgreement.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase execute Exhibit A (which may not be less than 100 shares orand, if smallerexercise is prior to vesting, the number of remaining Shares subject to this Option) you must also execute Exhibits B and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorshipD). Your notice exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseExhibit A, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms at the discretion of the committee: · Your personal check, a cashier's ’s check or a money order or, order. · Shares which you may exercise this Option by tendering Shares you already have owned for at least six (6) months and that have a fair market which are surrendered to the Company. The value equal of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. · To the extent that a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. · Any other form of legal consideration approved by the Committee. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under upon exercise of this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exerciseexercise or sale. In particular, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, in respect of any underwritten public offering by the Company, you agree that you will not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) one hundred eighty (180) days following the effective date of the registration statement of the Company filed under the Securities Act in respect of such offering and (b) such other period of time as agreed to by holders of a majority of the then outstanding Shares. By signing this Agreement you agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the end of such period. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, as amended (the “Securities Act”), but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase execute Exhibit A (which may not be less than 100 shares orand, if smaller---------- exercise is prior to vesting, the number of remaining Shares subject to this Option) you must also execute Exhibits B and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorshipD). Your notice ------------------ exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment FORM OF PAYMENT When you submit your notice of exerciseExhibit A, you must include payment of the Exercise Price per Share for --------- the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms at the discretion of the committee: - Your personal check, a cashier's check or a money order or, order. - Shares which you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market which are surrendered to the Company. The value equal of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. - To the extent that a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes - Any other form of legal consideration approved by the Committee. WITHHOLDING TAXES You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under upon exercise of this Option. Restrictions on Exercise and Resale RESTRICTIONS ON RESALE By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exerciseexercise or sale. In particular, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) 180 days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, in respect of any underwritten public offering by the Company, you agree that you will not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the registration statement of the Company filed under the Securities Act in respect of such offering and (b) such other period of time as agreed to by holders of a majority of the then outstanding Shares. By signing this Agreement you agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the end of such period. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, as amended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "Notice a notice of Exercise" exercise, in substantially the form attached hereto as Exhibit A, with the Company's Chief Financial Officer at the Company's headquarters. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment FORM OF PAYMENT When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: o Cash, your personal check, a cashier's check or check, a money order or, or another cash equivalent acceptable to the Company. o Shares of Stock which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six months and that have a fair market value equal which are surrendered to the Exercise Price per Share Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. o To the extent a public market for the Shares you are purchasingStock exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes WITHHOLDING TAXES You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. TRANSFER OF OPTION During your lifetime, only you (or, in the event of timeyour legal incapacity or incompetency, each your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of which shall these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not exceed one hundred eighty obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in your option in any other way. RETENTION RIGHTS Neither your option nor this Agreement gives you the right to be retained by the Company (180or any Parent, Subsidiaries or Affiliates) days in lengthany capacity. The Company (and any Parent, during which this Option shall not be exercisable Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option's shares has been issued. No adjustments are made for dividends or other rights if the Committee determines applicable record date occurs before your stock certificate is issued, except as described in its sole discretion that such limitation on exercise could the Plan. ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change in any way facilitate a lessening the Stock, the number of any restriction on transfer shares covered by this option and the option price per share may be adjusted (and rounded down to the nearest whole number) pursuant to the Securities Act Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. LEGENDS All certificates representing the Stock issued upon exercise of this option shall, where applicable, have endorsed thereon the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE." "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED, OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER SUCH ACT AND SUCH APPLICABLE STATE OR OTHER JURISDICTION'S SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED." APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of Colorado, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. THE PLAN The text of the Plan is incorporated in this Agreement by reference. CERTAIN CAPITALIZED TERMS USED IN THIS AGREEMENT ARE DEFINED IN THE PLAN, AND HAVE THE MEANING SET FORTH IN THE PLAN. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. OTHER AGREEMENTS YOU AGREE, AS A CONDITION OF THE GRANT OF THIS OPTION, THAT IN CONNECTION WITH THE EXERCISE OF THE OPTION, YOU WILL EXECUTE SUCH DOCUMENT(s) AS NECESSARY TO BECOME A PARTY TO ANY SHAREHOLDER AGREEMENT OR VOTING TRUST AS THE COMPANY MAY REQUIRE. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. EXHIBIT A NOTICE OF EXERCISE The undersigned hereby gives notice to Array BioPharma Inc. (the "Securities ActCOMPANY"), or any state securities laws with respect ) of the desire to any issuance purchase shares of securities by the Company, facilitate the registration or qualification common stock of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than pursuant to limit the periods during which this Nonqualified Stock Option shall be exercisableAgreement No.________.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's ’s names as joint tenants community property or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's ’s check or a money order or, order. • Shares which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six (6) months and that have a fair market value equal which are surrendered to the Company. The Fair Market Value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. • To the extent a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. Transfer of Option Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way. Retention Rights Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason, subject to applicable laws. By accepting this Option, upon your termination of Service, you shall be deemed irrevocably to have waived any claim to future vesting, damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan (as amended by the Sub-Plan), this Option or any other option that is forfeited and/or is terminated by its terms or to any future option. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option (rounded up to the nearest whole number) and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan (as amended by the Sub-Plan). Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California. French Securities Laws Note that neither the Plan nor the Sub-Plan entails the issue of an information memorandum receiving the visa of the Autorité des Marchés Financiers and the Plan and the Sub-Plan have not been authorized by the Autorité des Marchés Financiers. You can only participate in the Plan to your own account in accordance with the provisions of French Decree no. 2006-557 of May 16, 2006, such as codified in Articles D.411-1 to D.411-4 of the French Financial and Monetary Code. The direct or indirect diffusion to the public in France of the financial instruments acquired as a result of participation in the Plan is strictly limited and may only be carried out in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Financial and Monetary Code. Data Protection Optionee acknowledges that the Company, its Subsidiaries and its Affiliates may process confidential or sensitive personal data about Optionee. Such data includes but is not limited to appropriate personal and financial data about Optionee. Optionee hereby gives explicit consent to the Company to process any such personal data and/or sensitive personal data. Optionee also hereby gives explicit consent to the Company to transfer any such personal data and/or confidential or sensitive personal data outside the country in which Optionee is employed, as well as to the providers of benefits or administration services to the Company or employees, and Optionee agrees to the processing, disclosing and transmitting of such information as is disclosed. The legal person for whom such personal data is intended is the Company (or any of its Subsidiaries or Affiliates). Optionee understands that he/she has the right of access and correction to his/her personal data by making a request to the Company’s Secretary. Optionee further understands that the Company or a Subsidiary may report information regarding this Option to any tax authorities and other governmental agencies as may be required to comply with applicable law. No Entitlements Optionee’s rights, if any, in respect of or in connection with this Option are derived solely from the discretionary decision of the Company to permit the Optionee to participate in the Plan (as amended by the Sub-Plan) and to benefit from a discretionary Option. By accepting this Option, Optionee expressly acknowledges that there is no obligation on the part of the Company to continue the Plan or the Sub-Plan and/or grant any additional options to Optionee. This Option is not intended to be compensation of a continuing or recurring nature, or part of a Optionee’s normal or expected compensation, and in no way represents any portion of Optionee’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan, as amended by the Sub-Plan.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares Shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to Resale exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable. Transfer of Option Prior to your death, only you may exercise this Option and you may not transfer or assign this Option except to the Company. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will and, if the Company agrees, you may transfer this Option to a revocable trust for the benefit or your family or to a charitable organization but only if you contact the Company before this transfer is made. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in this Option in any other way. No Rights to Continue as Neither this Option nor this Agreement gives Director you the right to continue as a Company director. No Shareholder Rights Neither you, nor your estate or heirs, shall have any rights as a shareholder of the Company until this Option has been exercised and a certificate for the Shares being acquired has been issued. No adjustments will be made for dividends or other rights if the applicable record date occurs before the certificate for the Shares is issued, except as described in the Plan. Adjustments The Committee may adjust the number of Shares covered by this Option and the Exercise Price per Share under certain circumstances as provided in the Plan. Notwithstanding anything to the contrary contained in this Agreement, this Option (and the vesting thereof) shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company becomes subject to such corporate activity. Applicable Law This Agreement shall be interpreted and enforced under the laws of the State of Ohio. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, or another cash equivalent acceptable to the Company. • Shares which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are purchasingeither an executive officer or a trustee of the Company). Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares acquired under this Optionoption. Restrictions on Exercise and Resale By signing this AgreementIn the event that the Company determines that any federal, you agree not state, local or foreign tax or withholding payment is required relating to the exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The arising from this grant, the Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of which shall your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot exceed one hundred eighty transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement gives you the right to be retained by the Company (180or any parent, Subsidiaries or Affiliates) days in lengthany capacity. The Company (and any parent, during which this Option shall not be exercisable Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s Shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the Committee determines applicable record date occurs before your share certificate is issued (or an appropriate book entry has been made), except as described in its sole discretion that such limitation on exercise could the Plan. Adjustments In the event of a split, a dividend or a similar change in any way facilitate a lessening the Shares, the number of any restriction on transfer Shares covered by this option and the option price per Share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Securities Act Plan. Your option shall be subject to the terms of 1933the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as amended (home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the "Securities Act")Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or any state securities laws are employed, including, with respect to any issuance of securities by non-U.S. resident Optionees, to the CompanyUnited States, facilitate to transferees who shall include the registration or qualification of any securities Company and other persons who are designated by the Company under to administer the Securities Act or Plan. Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any state securities lawstime you would prefer to receive paper copies of these documents, or facilitate as you are entitled to, the perfection of any exemption from Company would be pleased to provide copies. Please contact the registration or qualification requirements Secretary of the Securities Act or any state securities laws for the issuance or transfer Company to request paper copies of any securitiesthese documents. Such limitation on exercise shall not alter the Vesting Schedule set forth on By signing the cover page other than sheet of this Agreement, you agree to limit all of the periods during which this Option shall be exercisableterms and conditions described above and in the Plan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock by following the procedures set forth in the Plan and in this Agreement.When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. .If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cash, a cashier's check one (or a money order or, combination) of the following forms:Immediately available funds.Shares of Stock owned by you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The Fair Market Value of the Shares you are purchasingshares as of the effective date of the option exercise will be applied to the option xxxxx.Xx delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise within a reasonable period of time, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 13.3 of the Plan (including in connection with a same day sale). Restrictions Payment must be made in immediately available funds. Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until Stock has been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on Exercise the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan.Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 12 of the Plan. Xxxxxxx’s initials ____ Clawback If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, and Resale you are either (i) subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, or (ii) you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Attorney’s Fees and Costs I agree that if I violate this Agreement, I will be responsible for all attorney’s fees, costs, and expenses incurred by the Company by reason of any action relating to this Agreement. Applicable Law This Agreement will be interpreted and enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Venue The Company and I irrevocably and unconditionally agree that neither party will commence any action, litigation, or proceeding of any kind whatsoever against the other in any way arising from or relating to this Agreement or our relationship, including but not limited to contract, equity, tort, fraud, and statutory claims, in any forum other than state or federal court in the Commonwealth of Virginia. The Company and I irrevocably and unconditionally submit to the exclusive jurisdiction of the Commonwealth of Virginia's state and federal courts for all actions, litigations, or proceedings whether brought by me or the Company. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment or consulting, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cash, a cashier's check one (or a money order or, combination) of the following forms: • Immediately available funds. • Shares of Stock owned by you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The Fair Market Value of the Shares you are purchasingshares as of the effective date of the option exercise will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Xxxxxxx’s initials (Director) Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise within a reasonable period of time, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 13.3 of the Plan (including in connection with a same day sale). Restrictions Payment must be made in immediately available funds. Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in a written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until the Stock has been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on Exercise the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 12 of the Plan. Applicable Law This Agreement will be interpreted and Resale enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Xxxxxxx’s initials (Director) Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer of any securitiesPlan. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.Xxxxxxx’s initials

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company. · Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. Withholding Taxes You will not be allowed to exercise agree as a condition of this Option unless that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exerciseany Affiliate, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company as applicable, shall have the right to designate one require such payments from you or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933Affiliate, as amended (applicable or withhold the "Securities Act"), or any state securities laws with respect to any issuance delivery of securities by the Company, facilitate the registration or qualification vested shares of any securities by the Company Stock otherwise deliverable under the Securities Act or any state securities laws, or facilitate the perfection this Agreement. The number of any exemption from the registration or qualification requirements shares of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option Stock so withheld shall be exercisablein an amount necessary to cover such withholding obligations.

NOTICE OF EXERCISE. This Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under this Option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company exercise in a manner required or permitted by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the CompanyAgreement. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseexercise this Option, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment Subject to any procedures established by the Company, payment may be made in cashone of the following forms: • By your delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding obligations for Tax-Related Items (as defined below). • By your delivery of cash or cash equivalent in a manner that is acceptable to the Company. • By the Company’s withholding a number of shares of Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the exercise will be applied to the Option Price. • To the extent allowed under Applicable Laws, a cashier's check or a money order orby your surrender of shares of Stock which are already owned by you, which are deemed surrendered by you pursuant to your attestation of ownership to the Company. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. Notwithstanding the foregoing, you may not tender any form of payment or exercise this Option by tendering Shares you already have owned for at least six months and any method that have a fair market value equal the Company determines, in its sole discretion, could violate any Applicable Law, regulation or Company policy or that is otherwise unacceptable to the Exercise Price per Share Company. Evidence of Issuance The issuance of the shares of Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the issuance of shares of Stock upon exercise of this Option, the subsequent sale of shares of Stock acquired pursuant to such exercise or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of this Option or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) requiring you to surrender shares of Stock that you previously acquired (only for U.S. taxpayers); (iii) withholding from proceeds of the sale of shares of Stock acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, without further consent); (iv) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (v) withholding from shares of Stock that otherwise would be issued to you when you exercise this Option. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii), (iii) or (iv) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to this Option, notwithstanding that a number of shares of Stock are held back solely for the Shares purpose of satisfying the Tax-Related Items. Finally, you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements agree to pay to the Company or your Employer any withholding amount of Tax-Related Items that the Company or other taxes that your Employer may be due required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to permit the exercise of this Option or issue or deliver shares of Stock or proceeds from the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreementshares of Stock, if you agree not fail to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if comply with your obligations in connection with the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableTax-Related Items.

NOTICE OF EXERCISE. When you wish In the event that Grantee is entitled to and wishes to exercise this the Option, you must notify it shall send to Issuer a written notice (the Company by filing an appropriate "Option Notice" and the date of which being hereinafter referred to as the "Notice Date") specifying (i) the total number of Exercise" form at shares of Common Stock it will purchase pursuant to such exercise, (ii) the Company's headquarters. Your notice must specify how many Shares you wish to aggregate purchase price as provided herein, (which may iii) a date for the closing (that shall not be less than 100 shares orthree (3) Business Days nor more than thirty (30) Business Days) from the Notice Date (the "Closing Date") and (iv) a place at which the closing of such purchase shall take place (subject to Issuer's approval which shall not be unreasonably withheld); PROVIDED, THAT, if smallerprior notification to or approval of the Federal Reserve or any other Governmental Authority is required in connection with such purchase (each, a "Notification" or an "Approval," as the case may be), (a) Grantee shall promptly file, or cause to be filed, the number required notice or application for approval ("Notice/Application"), (b) Grantee shall expeditiously process, or cause to be expeditiously processed, the Notice/Application and (c) for the purpose of remaining Shares subject determining the Closing Date pursuant to clause (iii) of this Optionsentence, the period of time that otherwise would run from the Notice Date shall instead run from the later of (x) in connection with any Notification, the date on which any required notification periods have expired or been terminated and how your Shares should (y) in connection with any Approval, the date on which such approval has been obtained and any requisite waiting period or periods shall have expired; PROVIDED FURTHER that the Option Notice must be registered (in your name only made, and the Notice Date must be, no later than the date on which the Exercise Termination Event occurs. For purposes of Section 2(a) hereof, any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. On or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove prior to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exerciseClosing Date, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Grantee shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in revoke its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for Option in the issuance or transfer of any securities. Such limitation on event that the transaction constituting a Purchase Event that gives rise to such right to exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablehave been consummated.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms:  Cash, your personal check, a cashier's check or ’s check, a money order or, or another cash equivalent acceptable to the Company.  Shares which have already been owned by you may exercise this Option by tendering Shares you already have owned for at least more than six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.  By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are purchasingeither an executive officer or a director of the Company). Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares acquired under this Optionoption. Restrictions on Exercise and Resale By signing this AgreementIn the event that the Company determines that any federal, you agree not state, local or foreign tax or withholding payment is required relating to the exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The arising from this grant, the Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of which shall your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot exceed one hundred eighty transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid and expire. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement gives you the right to be retained by the Company (180or any parent, Subsidiaries or Affiliates) days in lengthany capacity. The Company (and any parent, during which this Option shall not be exercisable if Subsidiaries or Affiliates) reserves the Committee right to terminate your service at any time and for any reason. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole discretion judgment that such limitation on exercise could it is in any way facilitate a lessening the best interests of the Company to do so, require repayment of any restriction on transfer Shares delivered to you pursuant to this Agreement or to effect the Securities Act cancellation of 1933unvested Shares. In addition, as amended (the "Securities Act"), or any state securities laws with respect you agree that you will be subject to any issuance compensation clawback and recoupment policies that may be applicable to you as an employee of securities by the Company, facilitate the registration or qualification of any securities as in effect from time to time and as approved by the Company under Board, whether or not approved before or after the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisableGrant Date.

NOTICE OF EXERCISE. When you wish Notwithstanding anything to the contrary in the Equity Definitions, Dealer shall have no obligation to make any payment or delivery in respect of any exercise this Option, you must notify of Options hereunder with a Conversion Date occurring on or after the Company by filing an appropriate "Free Convertibility Date and such obligation in respect of such exercise shall be permanently extinguished unless Counterparty delivers the Notice of Exercise" form at Final Convertible Security Settlement Method (as defined below) and notifies Dealer in writing (which, for the Company's headquarters. Your notice must specify how many Shares you wish avoidance of doubt, may be by email) prior to purchase (which may not be less than 100 shares or, if smaller, the Notice Deadline in respect of such exercise of the number of remaining Shares subject to this OptionRelevant Convertible Securities being converted on the related Conversion Date; provided that, notwithstanding the foregoing, such notice (and the related exercise of Options hereunder) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will shall be effective when it is received by if given after the Company. If someone else wants Notice Deadline, but prior to exercise this Option after your death5:00 P.M., that person must prove to New York City time, on the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercisefifth Exchange Business Day following such Notice Deadline, you must include payment of in which event the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Calculation Agent shall have the right to designate one adjust the Delivery Obligation in a commercially reasonable manner with respect to the exercise of such Options, as appropriate to reflect the commercially reasonable costs (to account solely for hedging mismatches and market losses) and commercially reasonable out-of-pocket expenses incurred by Dealer or more periods any of time, each of which shall not exceed one hundred eighty its affiliates in connection with its commercially reasonable hedging activities (180) days in length, during which this Option shall not be exercisable if including the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening unwinding of any restriction on transfer commercially reasonable hedge position in a commercially reasonable manner) as a result of its not having received such notice prior to the Notice Deadline (it being understood that the adjusted Delivery Obligation described in the preceding proviso can never be less than zero and can never require any payment by Counterparty) [; provided further, that any “Notice of Exercise” delivered to Dealer pursuant to the Securities Act Base Call Option Transaction Confirmation shall be deemed to be a Notice of 1933Exercise pursuant to this Confirmation and the terms of such Notice of Exercise shall apply, as amended (mutatis mutandis, to this Confirmation][12]. For the "Securities Act")avoidance of doubt, or any state securities laws with subject to the foregoing sentence, if Counterparty fails to give such notice when due in respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by exercise of Options hereunder with a Conversion Date occurring on or after the Company under the Securities Act Free Convertibility Date, Dealer’s obligation to make any payment or any state securities laws, or facilitate the perfection delivery in respect of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on such exercise shall be permanently extinguished, and late notice shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.cure such failure. EXHIBIT 99.1 Notice of Final Convertible Security

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify execute the Company by filing an appropriate "Notice of Exercise" form at /Common Stock Purchase Agreement (and, if exercise is prior to vesting, you must also execute Exhibits C and D). If you exercise by means of a promissory note (as permitted by the Company's headquartersOption Agreement), you must execute Exhibits A and B also. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment FORM OF PAYMENT When you submit your notice the Notice of exerciseExercise and Common Stock Purchase Agreement, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: - Your personal check, a cashier's check or a money order or, order. - Shares which you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market which are surrendered to the Company. The value equal of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. - To the extent that a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes - A personal check, cashier's check, or money order for the par value of the Shares purchased and a full-recourse promissory note for the balance. - Any other form of legal consideration approved by the Committee. WITHHOLDING You will not be allowed to exercise this Option TAXES unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under upon exercise of this Option. Restrictions on Exercise and Resale RESTRICTIONS ON EXERCISE By signing this Agreement, you agree not to AND RESALE exercise this Option or sell any Shares acquired under upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exerciseexercise or sale. In particular, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) 180 days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, as amended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. THE COMPANY'S RIGHT OF In the event that you propose to sell, pledge or FIRST REFUSAL otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company and its assignees shall have the right to purchase all, and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than six months following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, you and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice. The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a Notice of Exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your Service at any time and for any reason. SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any rights as a shareholder of the Company until a certificate for the Shares acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change in the Company's Stock, the number of Shares covered by this Option and the Exercise Price per share may be adjusted pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. LEGENDS All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends: "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL TO THE CORPORATION (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE CORPORATION'S SHARES. A COPY OF SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION." APPLICABLE LAW This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice of law provisions). THE PLAN AND OTHER The text of the Plan is incorporated in this AGREEMENTS Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. You also acknowledge that you have read Section 11, "Purchaser's Investment Representation," in Notice of Exercise and Common Stock Purchase Agreement, and that you can, and hereby do, make the same representations with respect to the grant of this Option.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify complete and execute such documents, if any, and complete such processes, that the Company or a securities broker approved by filing an appropriate "the Company may require to accomplish the Option exercise (“Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship”). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice Notice of exerciseExercise, you must include payment of the Exercise Price per Share exercise price for the Shares you are purchasing. Payment may be made in cashone (or a combination of both) of the following forms: • Your personal check, a cashier's ’s check or a money order or, you may exercise this Option order. • Irrevocable directions to a securities broker approved by tendering the Company to sell your Shares you already have owned for at least six months and that have a fair market value equal subject to the Exercise Price per Share for Option and to deliver all or a portion of the Shares you are purchasingsale proceeds to the Company in payment of the exercise price. Withholding (The balance of the sale proceeds, if any, less withholding taxes, will be delivered to you.) The directions must be given by signing forms, if any, provided by the Company or the securities broker. With the consent of the Administrator, payment may also be made by any other method set forth in Section 6.5 of the Plan. Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Optionexercise. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this received upon exercise of the Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercisea sale. Transfer of Option Prior to your death, sale only you may exercise this Option. You cannot transfer or issuance assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of Sharesthese things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company or a securities broker, as applicable, is not obligated to honor a Notice of Exercise from your former spouse, nor is the Company or the securities broker obligated to recognize your former spouse’s interest in your Option in any other way. Retention Rights Neither your Option nor this Agreement gives you the right to be retained by the Company or any Subsidiary in any capacity. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have and its Subsidiaries reserve the right to designate one or more periods of terminate your service at any time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act")with or without Cause. Shareholder Rights You, or any state securities laws your estate or heirs, have no rights as a shareholder of the Company with respect to any issuance Shares subject to the Option until a proper Notice of securities Exercise has been submitted, the exercise price has been tendered and you, or your estate or heirs, become a holder of such Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before a proper Notice of Exercise has been submitted and the exercise price has been tendered, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted pursuant to the Plan. In the event where the Company is a party to a merger, this Option will be handled in accordance with the Plan. Electronic Communications You agree to contract electronically regarding your participation in the Plan and to the receipt of electronic notifications, documents, payments or other communications from the Company in connection with the Plan, to the normal electronic mail address used by you for the purposes of your employment or such other address as may be from time to time notified for that purpose by you to the Company. Severability All the terms and provisions of this Agreement are distinct and severable, facilitate and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Agreement, and the registration enforceability, legality and validity of the remainder of this Agreement will not be affected; if any invalid, unenforceable or qualification illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal. Applicable Law This Agreement will be interpreted and enforced under the laws of Ireland. The Plan and Other Agreements The text of the Plan and any securities amendments thereto are incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company under regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. By signing the Securities Act or any state securities lawscover sheet of this Agreement, or facilitate the perfection of any exemption from the registration or qualification requirements you agree to all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer Plan and evidence your acceptance of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on powers of the cover page other than to limit Committee of the periods during which this Option shall be exercisableBoard of Directors of the Company that administers the Plan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cash, a cashier's check one (or a money order or, combination) of the following forms: • Immediately available funds. • Shares of Stock owned by you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The Fair Market Value of the Shares you are purchasingshares as of the effective date of the option exercise will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise within a reasonable period of time, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such Xxxxxxx’s initials payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 13.3 of the Plan (including in connection with a same day sale). Restrictions Payment must be made in immediately available funds. Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in a written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until Stock has been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on Exercise the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 12 of the Plan. Applicable Law This Agreement will be interpreted and Resale enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Xxxxxxx’s initials Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer of any securitiesPlan. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.Xxxxxxx’s initials Exhibit A Xxxxxxx’s initials

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares the number of whole shares you wish to purchase (which may not be less than in a parcel of at least 100 shares orshares, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with the right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. • Shares of Stock which have already been owned by you and which are surrendered to the Shares you are purchasingCompany. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The the Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant Affiliate. Subject to the Securities Act prior approval of 1933the Company, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities which may be withheld by the Company, facilitate in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the registration Company to withhold Stock otherwise issuable to you or qualification by delivering to the Company Stock already owned by you. The Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise this option. You may not transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any securities marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in this option in any other way. Retention Rights Neither this option nor this Agreement give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company reserves (and any parent, Subsidiaries or Affiliates reserve) the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for this option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan. Adjustments In the event of a stock split, a stock dividend, reverse stock split or a similar change in the Stock, the number of shares of Stock covered by this option and the option price per share will be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. This option will be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, to the extent specified in the Plan. Applicable Law This Agreement will be interpreted and enforced under the Securities Act laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Forum Selection At all times each party hereto (1) irrevocably submits to the exclusive jurisdiction of any state securities lawsNew York court or Federal court sitting in New York; (2) agrees that any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby will be heard and determined in such New York or Federal court; (3) to the extent permitted by law, irrevocably waives (i) any objection such party may have to the laying of venue of any such action or proceeding in any of such courts, or (ii) any claim that such party may have that any such action or proceeding has been brought in an inconvenient forum; and (4) to the extent permitted by law, irrevocably agrees that a final nonappealable judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this section entitled “Forum Selection” will affect the right of any party hereto to serve legal process in any manner permitted by law. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meanings set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data include, but are not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the perfection of any exemption from the registration or qualification requirements administration of the Securities Act Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or any state securities laws for are employed (including, with respect to non-U.S. resident Grantees, to the issuance or transfer of any securities. Such limitation on exercise shall not alter United States) to transferees who will include the Vesting Schedule set forth on Company and other persons who are designated by the cover page other than Company to limit administer the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Option Price per Share indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cash, a cashier's check one (or a money order or, combination) of the following forms: • Immediately available funds. • Shares of Stock which have been owned by you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal which are surrendered to the Exercise Price per Share for Company. The Fair Market Value of the Shares you are purchasingshares as of the effective date of the option exercise will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise within a reasonable period of time, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 14.3 of the Plan (including in connection with a same day sale). Restrictions Payment must be made in immediately available funds. Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in a written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until the Stock has been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on Exercise the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 13 of the Plan. Applicable Law This Agreement will be interpreted and Resale enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than 100 shares, unless the number of vested shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (exercise in your name only a manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit exercise your notice of exerciseOption, you must include payment of the Exercise Price per Share option price indicated on the cover sheet for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: · Cash, your personal check, a cashier's check or ’s check, a money order oror another cash equivalent acceptable to the Company. · Shares of Stock which are owned by you and which are surrendered to the Company, you may including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the option exercise will be applied to the option price. · By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option by tendering Shares you already have owned for at least six months and that have shall be evidenced in such a fair market value equal to manner as the Exercise Price per Share for the Shares you are purchasingCompany, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more share certificates. Withholding Taxes You agree as a condition of this grant that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares Stock acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.this

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and purchase. Your notice must also specify how your Shares shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship)registered. Your The notice will be effective when it is received by the CompanyCompany receives it. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option exercise price for the Shares shares that you are purchasing. Payment To the extent permitted by applicable law, payment may be made in cashone (or a combination of two or more) of the following forms: • Your personal check, a cashier's ’s check or a money order ororder. • Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal attest to the Exercise Price per Share for ownership of those shares on a form provided by the Shares you are purchasingCompany and have the same number of shares subtracted from the option shares issued to you. Withholding Taxes You will not be allowed • Irrevocable directions to exercise this Option unless you make acceptable arrangements a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding or other taxes that may be due as a result taxes. (The balance of the exercise sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special “Notice of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities Exercise” form provided by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable.

NOTICE OF EXERCISE. When you wish to exercise this OptionThe Option may be exercised, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish in whole or in part, to purchase (which may a whole number of vested shares of Stock of not be less than 100 shares orone hundred (100) shares, if smaller, unless the number of remaining Shares subject vested shares purchased is the total number available for purchase under the Option, by following the procedures set forth in the Plan and in this Agreement and by giving notice to this Option) and how your Shares should be registered (the Company or its designated agent in your name only or in your and your spouse's names as joint tenants or as joint tenants accordance with right of survivorship). Your notice will be effective when it is received by the Companyinstructions generally applicable to all option holders. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercisewish to exercise this Option in full or in part, you must include payment of the Exercise aggregate Option Price per Share for the Shares shares you are purchasing. Payment may be made in cashone of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order ororder, or another cash equivalent acceptable to the Company. • Shares of Stock which are owned by you may and which are surrendered to the Company, including through the withholding of shares otherwise issuable upon exercise. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding taxes. Evidence of Issuance The issuance of the shares upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing(i) book-entry registration or (ii) issuance of one or more share certificates. Withholding Taxes You agree as a condition of this Agreement that you will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Stock acquired under this Option. In the event that the Company or any Affiliate, as applicable, determines that any federal, state, local, or foreign tax or withholding payment is required relating to the exercise of this Option or the sale of Shares acquired under Stock arising from this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or the Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company Affiliate shall have the right to designate one (i) require you to tender a cash payment, (ii) deduct the tax or more withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the exercise of the Option to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iv) withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations, provided that, to the extent required to avoid adverse accounting consequences to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Laws. You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Trading Restrictions The Company may establish periods of time, each of which shall not exceed one hundred eighty (180) days in length, from time to time during which this Option shall your ability to engage in transactions involving the Company’s stock is subject to specific restrictions (“Restricted Periods”). Notwithstanding any other provisions herein, you may not be exercisable if exercise Options during an applicable Restricted Period unless such exercise is specifically permitted by the Committee determines Company (in its sole discretion discretion). You may be subject to a Restricted Period for any reason that such limitation on exercise could in any way facilitate a lessening the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of any restriction on transfer pursuant employees or Restricted Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Securities Act of 1933, Company by you. Stockholder Rights You (and your estate or heirs) have no rights as amended (the "Securities Act"), or any state securities laws a stockholder with respect to any issuance the shares of securities by Stock underlying the Option unless and until the shares of Stock underlying the Option have been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. No adjustments to your Stock shall be made for dividends, facilitate distributions, or other rights on or with respect to the registration Stock generally if the applicable record date for any such dividend, distribution, or qualification right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. You may at any time obtain a copy of any securities the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at [Address]. Additionally, you may receive a paper copy of the prospectus free of charge from the Company under the Securities Act or any state securities lawsby contacting [Contact], or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable[Address], [Telephone Number], and [Email Address].

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase execute Exhibit A (which may not be less than 100 shares orand, if smallerexercise is prior to vesting, the number of remaining Shares subject to this Option) you must also execute Exhibits --------- B and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorshipD). -------- Your notice exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment FORM OF PAYMENT When you submit your notice of exerciseExhibit A, you must include payment of the Exercise Price per Share ---------- for the Shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms at the discretion of the committee: - Your personal check, a cashier's check or a money order or, order. - Shares which you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market which are surrendered to the Company. The value equal of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price per Share Price. - To the extent that a public market for the Shares you are purchasingexists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes - Any other form of legal consideration approved by the Committee. WITHHOLDING TAXES You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise of this Option or the sale of Shares acquired under upon exercise of this Option. Restrictions on Exercise and Resale RESTRICTIONS ON RESALE By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exerciseexercise or sale. In particular, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) 180 days in length, during which this Option shall not be exercisable if the Committee Company determines (in its sole discretion discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule vesting schedule set forth on the cover page in this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, in respect of any underwritten public offering by the Company, you agree that you will not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the registration statement of the Company filed under the Securities Act in respect of such offering and (b) such other period of time as agreed to by holders of a majority of the then outstanding Shares. By signing this Agreement you agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the end of such period. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, as amended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify complete and execute such documents, if any, and complete such processes, that the Company or a securities broker approved by filing an appropriate "the Company may require to accomplish the Option exercise (“Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship”). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice Notice of exerciseExercise, you must include payment of the Exercise Price per Share exercise price for the Shares you are purchasing. Payment may be made in cashone (or a combination of both) of the following forms: • Your personal check, a cashier's ’s check or a money order or, you may exercise this Option order. • Irrevocable directions to a securities broker approved by tendering the Company to sell your Shares you already have owned for at least six months and that have a fair market value equal subject to the Exercise Price per Share for Option and to deliver all or a portion of the Shares you are purchasingsale proceeds to the Company in payment of the exercise price. Withholding (The balance of the sale proceeds, if any, less withholding taxes, will be delivered to you.) The directions must be given by signing forms, if any, provided by the Company or the securities broker. Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Optionexercise. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this received upon exercise of the Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercisea sale. Transfer of Option Prior to your death, sale only you may exercise this Option. You cannot transfer or issuance assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of Sharesthese things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company or a securities broker, as applicable, is not obligated to honor a Notice of Exercise from your former spouse, nor is the Company or the securities broker obligated to recognize your former spouse’s interest in your Option in any other way. Retention Rights Neither your Option nor this Agreement gives you the right to be retained by the Company or any Subsidiary in any capacity. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have and its Subsidiaries reserve the right to designate one or more periods of terminate your service at any time, each with or without Cause. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of which shall not exceed one hundred eighty (180) days the Company until a proper Notice of Exercise has been submitted and the exercise price has been tendered. No adjustments are made for dividends or other rights if the applicable record date occurs before a proper Notice of Exercise has been submitted and the exercise price has been tendered, except as described in lengththe Plan. Adjustments In the event of a stock split, during which a stock dividend or a similar change in Company stock, the number of Shares covered by this Option shall not and the exercise price per Share may be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer adjusted pursuant to the Securities Act Plan. In the event where the Company is a party to a merger, this Option will be handled in accordance with the Plan. Electronic Communications You agree to contract electronically regarding your participation in the Plan and to the receipt of 1933electronic notifications, documents, payments or other communications from the Company in connection with the Plan, to the normal electronic mail address used by you for the purposes of your employment or such other address as amended (the "Securities Act"), or any state securities laws with respect may be from time to any issuance of securities time notified for that purpose by you to the Company. Severability All the terms and provisions of this Agreement are distinct and severable, facilitate and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Agreement, and the registration enforceability, legality and validity of the remainder of this Agreement will not be affected; if any invalid, unenforceable or qualification illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal. Applicable Law This Agreement will be interpreted and enforced under the laws of Ireland. The Plan and Other Agreements The text of the Plan and any securities amendments thereto are incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company under regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. By signing the Securities Act or any state securities lawscover sheet of this Agreement, or facilitate the perfection of any exemption from the registration or qualification requirements you agree to all of the Securities Act or any state securities laws for terms and conditions described above and in the issuance or transfer Plan and evidence your acceptance of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on powers of the cover page other than to limit Committee of the periods during which this Option shall be exercisableBoard of Directors of the Company that administers the Plan.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. • Shares of Stock which are surrendered to the Shares Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are purchasingeither an executive officer or a director of the Company). Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of timeOption During your lifetime, each only you (or, in the event of which shall your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot exceed one hundred eighty transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement give you the right to be retained by the Company (180or any parent, Subsidiaries or Affiliates) days in lengthany capacity. The Company (and any parent, during which this Option shall not be exercisable Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the Committee determines applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in its sole discretion that such limitation on exercise could the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in any way facilitate a lessening the Stock, the number of any restriction on transfer shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Securities Act Plan. Your option shall be subject to the terms of 1933the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as amended (home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the "Securities Act")Company to facilitate the administration of the Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or any state securities laws are employed, including, with respect to any issuance of securities by non-U.S. resident Optionees, to the CompanyUnited States, facilitate to transferees who shall include the registration or qualification of any securities Company and other persons who are designated by the Company under to administer the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablePlan.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company by filing an appropriate "the proper “Notice of Exercise" ” form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (e.g. in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: Cash, your personal check, a cashier's check or check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. Shares of Stock which have already been owned by you and which are surrendered to the Shares you are purchasingCompany. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant Affiliate. Subject to the Securities Act prior approval of 1933the Company, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities which may be withheld by the Company, facilitate in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the registration Company to withhold shares of Stock otherwise issuable to you or qualification by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any securities repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Corporate Transaction Notwithstanding the vesting schedule set forth in the Notice of Grant, upon the consummation of a Corporate Transaction, this option will become 100% vested if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in your option in any other way. Retention Rights Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option's shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the 2008 Plan. Forfeiture of Rights If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the option price without interest). Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) pursuant to the 2008 Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the 2008 Plan. Applicable Law This Agreement will be interpreted and enforced under the Securities Act laws of the State of Colorado, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plans The text of the LTI Plan and the 2008 Plan is incorporated in this Agreement by reference. This Agreement, the LTI Plan and the 2008 Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. Data Privacy In order to administer the LTI Plan and 2008 Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any state securities lawschanges thereto, or other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the perfection of any exemption from the registration or qualification requirements administration of the Securities Act LTI Plan and 2008 Plan. By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the LTI Plan and 2008 Plan. Consent to Electronic The Company may choose to deliver certain statutory Delivery materials relating to the LTI Plan and 2008 Plan in electronic form. By accepting this option grant you agree that the Company may deliver the LTI Plan and 2008 Plan prospectus and the Company's annual report to you in an electronic format. If at any state securities laws for time you would prefer to receive paper copies of these documents, as you are entitled to, the issuance Company would be pleased to provide copies. Please contact the Company's Stock Plan Administrator to request paper copies of these documents. Certain Dispositions If you sell or transfer otherwise dispose of any securities. Such limitation on Stock acquired pursuant to the exercise shall not alter of this option sooner than the Vesting Schedule set forth on one year anniversary of the cover page other than date you acquired the Stock, then you agree to limit notify the periods during which this Option shall be exercisableCompany in writing of the date of sale or disposition, the number of shares of Stock sold or disposed of and the sale price per share within 30 days of such sale or disposition.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company Corporation by filing an appropriate the proper "Notice of Exercise" form at the Company's headquartersaddress given on the form. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in increments of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and shares). Your notice must also specify how your Shares shares of Stock should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the CompanyCorporation. If someone else wants to exercise this Option option after your death, that person must prove to the CompanyCorporation's satisfaction that he or she is legally entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price and withholding taxes for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or check, a money order or another cash equivalent acceptable to the Corporation. • Shares of Stock of the Corporation which have already been owned by you for more than six months and which are surrendered to the Corporation. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Corporation) of an irrevocable direction to a licensed securities broker acceptable to the Corporation to sell Stock of the Corporation and to deliver all or part of the sale proceeds to the Corporation in payment of the aggregate option price and any withholding taxes. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Corporation is not obligated to honor a notice of exercise from your spouse, nor is the Corporation obligated to recognize your spouse's interest in your option in any other way. Retention Rights Neither your option nor this Option Agreement give you the right to be retained by tendering Shares the Corporation (or any Subsidiaries) in any capacity, subject to applicable legal requirements or contractual provisions, the Corporation (and any Subsidiaries) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Corporation until a certificate for your option's shares has been issued following proper exercise and payment therefore. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Non-Competition During the period you already have owned for at least six months and that have a fair market value equal are providing Services to the Exercise Price per Share Corporation and for a period of one year thereafter, you shall not take actions in competition with the Corporation in any state or similar jurisdiction in which the Corporation conducts a material amount of its business. Unless otherwise specified in an employment or other agreement between the Corporation and you, you take actions in competition with the Corporation if you: • Fail to keep strictly confidential all confidential business information disclosed by the Corporation to you, or which is obtained by you or otherwise disclosed to you in connection with performing Services for the Shares Corporation, or use any such confidential information for any purpose other than performing Services for the Corporation; provided, however, that the foregoing shall not apply to information which (1) at the time of disclosure to you are purchasing. Withholding Taxes You is already a matter of public knowledge, (2) after disclosure to you becomes a matter of public knowledge, except by your breach of this provision , (3) was already in your possession at the time of disclosure and does not solely constitute specific and detailed information regarding the Corporation (it being acknowledged that you possessed extensive industry experience and general knowledge of the education sector prior to joining the Corporation); or (4) which is required to be disclosed by law or regulation ; • Enter into any employment, consulting or similar relationships with third parties which will not be allowed result in a direct and material conflict of interest with the Corporation's business; • Act in any managerial capacity for or acquire an ownership interest in (except a minority interest of 5% or less acquired for investment purposes in a company whose stock is traded on a public exchange) any person or entity that is a direct and material competitor of the Corporation; • Without the written consent of the Corporation, solicit or direct anyone else to exercise this Option unless you make acceptable arrangements solicit any officer or key employee of the Corporation (y) to pay any withholding terminate his or her employment or other taxes relationship with the Corporation or (z) to seek or accept employment with you or any third party; provided that may be due as a the foregoing shall exclude actions which are the result of persons responding to general advertisements and do not involve any solicitation on your part. You acknowledge and agree that any material breach by you of any of the exercise provisions of this Option Section (the "Restrictive Covenants") would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you materially breach, or threaten to materially breach, any of the sale of Shares acquired under this Option. Restrictions on Exercise Restrictive Covenants, the Corporation and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company its affiliates shall have the right to designate one have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or more periods actual, and whether or not then continuing, of timesuch covenants. This right and remedy shall be in addition to, each and not in lieu of, any other rights and remedies available to the Corporation and its affiliates under law or in equity (including, without limitation, the recovery of which damages). In addition, in the event of such a material breach of the Restrictive Covenants the Corporation shall not exceed one hundred eighty have the right to cause a forfeiture of your rights under this option agreement, including the right to cause: (180i) days in lengtha forfeiture of this option agreement, during which this Option shall not be exercisable if and (ii) with respect to the Committee determines in its sole discretion that period commencing on the date of your termination of Service with the Corporation and ending twelve (12) months following such limitation on exercise could in any way facilitate termination of Service (A) a lessening forfeiture of any restriction on transfer net gain recognized by you upon the exercise of this option agreement or (B) a forfeiture of any Stock acquired by you upon the exercise of this option agreement (but in such event the Corporation will repay you the option exercise price without interest). Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock of the Corporation, the number of shares covered by this option and the option price per share shall be adjusted appropriately (and rounded down to the nearest whole number) if required pursuant to the Securities Act Plan. Your option shall be subject to the terms of 1933the agreement of merger, as amended (liquidation or reorganization in the "Securities Act"), or any state securities laws with respect event the Corporation is subject to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements laws of the Securities Act State of Maryland, other than any conflicts or any state securities laws for choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the issuance or transfer substantive law of any securitiesanother jurisdiction. Such limitation on exercise shall not alter The Plan The text of the Vesting Schedule Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth on in the cover page other than to limit Plan. This Agreement and the periods during which Plan constitute the entire understanding between you and the Corporation regarding this Option shall be exercisableoption. Any prior agreements, commitments or negotiations concerning this option are superseded.

NOTICE OF EXERCISE. The Option may be exercised, in whole or in part, to purchase a whole number of vested Common Shares of not less than 100 shares, unless the number of vested Common Shares purchased is the total number available for purchase under the Option, by following the procedures described in the Plan and in this Agreement. When you wish to exercise this the Option, you must notify exercise in the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only manner required or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received permitted by the Company. If someone else wants to exercise this other than you exercises the Option after your death, that person must prove submit documentation reasonably acceptable to the Company's satisfaction Company verifying that he or she is entitled the person has the legal authority to do soexercise the Option. Form of Payment When you submit your notice of exerciseexercise the Option, you must include payment of the Exercise Option Price per Share indicated on the cover sheet of this Agreement for the Common Shares that you are purchasing. Payment may be made in cashone (or a combination) of the following forms: Cash, your personal check, a cashier's check or check, a money order ororder, you may exercise this Option by tendering or another cash equivalent acceptable to the Company. Common Shares that you already have owned for at least six months own or that are subject to the vested portion of the Option and that have a fair market value equal you surrender to the Exercise Price per Share Company. The value of the Common Shares, determined on the date of exercise of the Option, will be applied to the Option Price. To the extent a public market exists for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Common Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities determined by the Company, facilitate delivery (on a form prescribed or accepted by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell the Common Shares subject to the Option and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price. Evidence of Issuance The issuance of Common Shares upon exercise of the Option will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, by book-entry or direct registration (including transaction advices), or qualification the issuance of one or more share certificates. Transfer of Option Except as provided in this section, during your lifetime, only you (or in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option, and the Option may not be assigned or transferred by you, other than by designation of beneficiary, will, or the laws of descent and distribution. You may transfer all or part of the Option, "not for value" (as defined below) to any securities Family Member, provided that you provide prior written notice to the Company, in a form satisfactory to the Company, of such transfer. For purposes of this section, a "not for value" transfer is a transfer that is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights, or (iii) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than 50% of the voting interests are owned by you or your Family Members in exchange for an interest in such entity. Subsequent transfers of the transferred Option are prohibited except to your Family Members in accordance with this section or by will or the laws of descent and distribution. In the event of your termination of Service, this Agreement will continue to be applied with respect to you, following which the Option will be exercisable by the transferee only to the extent and for the periods specified in this Agreement. Retention Rights This Agreement and the grant of the Option do not give you the right to be retained by the Company under the Securities Act or any state securities lawsAffiliate in any capacity. Unless otherwise specified in any written agreement between you and the Company or any Affiliate, the Company and any Affiliate, as applicable, reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until the Common Shares have been issued upon exercise of the Option and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company's books. No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your certificate is issued or the appropriate book entry is made, except as described in the Plan. The Option will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. Clawback The Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (x) any Company or Affiliate "clawback" or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (y) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws, and in the event of an inconsistency between (x) and (y), the provision of broader applicability shall apply. Applicable Law The validity and construction of this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive laws of any other jurisdiction. Entire Agreement This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments, or negotiations concerning the Option are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement or any other written agreement between you and the Company or any Affiliate, as applicable, will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information and any other information that the Company deems appropriate to facilitate the perfection of any exemption from the registration or qualification requirements administration of the Securities Act or Plan. By accepting the Option, you give explicit consent to the Company to process any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablesuch personal data.

NOTICE OF EXERCISE. When you wish to exercise this Option, you must notify the Company by filing an appropriate "Notice of Exercise" form at the Company's headquarters. Your notice must specify how many Shares you wish to purchase (which may not be less than 100 shares or, if smaller, the number of remaining Shares subject to this Option) and how your Shares should be registered (in your name only or in your and your spouse's names as joint tenants or as joint tenants with right of survivorship). Your notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a cashier's check or a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal to the Exercise Price per Share for the Shares you are purchasing. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of this Option or the sale of Shares acquired under this Option. Restrictions on Exercise and Resale By signing this Agreement, you agree not to Resale exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Committee determines in its sole discretion that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisable. Transfer of Option Prior to your death, only you may exercise this Option and you may not transfer or assign this Option except to the Company. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will and, if the Company agrees, you may transfer this Option to a revocable trust for the benefit or your family or to a charitable organization but only if you contact the Company before this transfer is made. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in this Option in any other way. No Employment Rights Neither this Option nor this Agreement gives you the right to continue in the employment of the Company or any Subsidiary. The Company and each Subsidiary reserves the right to Terminate you at any time and for any reason. No Shareholder Rights Neither you, nor your estate or heirs, shall have any rights as a shareholder of the Company until this Option has been exercised and a certificate for the Shares being acquired has been issued. No adjustments will be made for dividends or other rights if the applicable record date occurs before the certificate for the Shares is issued, except as described in the Plan. Adjustments The Committee may adjust the number of Shares covered by this Option and the exercise price per Share under certain circumstances as provided in the Plan. Notwithstanding anything to the contrary contained in this Agreement, this Option (and the vesting thereof) shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company becomes subject to such corporate activity. Applicable Law This Agreement shall be interpreted and enforced under the laws of the State of Ohio. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

NOTICE OF EXERCISE. When you wish to exercise this Optionoption, you must notify the Company ’s designated agent in the manner and form permitted by filing an appropriate "Notice of Exercise" form at the Company's headquartersdesignated agent. Your notice must specify how many Shares shares you wish to purchase (which may not be less than in a parcel of at least 100 shares or, if smaller, the number of remaining Shares subject to this Option) and generally). Your notice must also specify how your Shares shares of Stock should be registered (e.g. in your name only or in your and your spouse's ’s names as joint tenants or as joint tenants with right of survivorship). Your The notice will be effective when it is received by the Company. If someone else wants to exercise this Option option after your death, that person must prove to the Company's ’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price per Share option price for the Shares shares you are purchasing. Payment may be made in cashone (or a combination) of the following forms: • Cash, your personal check, a cashier's check or ’s check, a money order or, you may exercise this Option by tendering Shares you already have owned for at least six months and that have a fair market value equal or another cash equivalent acceptable to the Exercise Price per Share for Company. • Shares of Stock which have already been owned by you and which are surrendered to the Shares you are purchasingCompany. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes. Withholding Taxes You will not be allowed to exercise this Option option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise of this Option or the sale of Shares Stock acquired under this Optionoption. Restrictions on Exercise and Resale By signing In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this Agreementgrant, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one require such payments from you, or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if withhold such amounts from other payments due to you from the Committee determines in its sole discretion that such limitation on exercise could in Company or any way facilitate a lessening of any restriction on transfer pursuant Affiliate. Subject to the Securities Act prior approval of 1933the Company, as amended (the "Securities Act"), or any state securities laws with respect to any issuance of securities which may be withheld by the Company, facilitate the registration in its sole discretion, you may elect to satisfy this withholding obligation, in whole or qualification of any securities in part, by causing the Company under to withhold shares of Stock otherwise issuable to you or by delivering to the Securities Act Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any state securities lawsrepurchase, forfeiture, unfulfilled vesting, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the Vesting Schedule set forth on the cover page other than to limit the periods during which this Option shall be exercisablesimilar requirements.