Common use of Conditions to Issuance of Stock Certificates Clause in Contracts

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which that have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges or stock markets on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental government agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by the Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee or the Company shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee or the Company may from time to time establish for reasons of administrative convenience.; and

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionRestricted Stock Units, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon with respect to the exercise of the Option or portion thereof Restricted Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option applicable Distribution Event as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such shares in accordance with Section 10.5 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired repurchased by the Company. Such shares of Stock shall be fully paid and nonassessablenon-assessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, Board shall deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, Board shall determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Board may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditionsconditions which, with the exception of Section 4.5(d), the Company agrees to use to best efforts to promptly complete: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute reasonable discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute reasonable discretion, determine to be necessary or advisable;; and (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise , subject to Section 10.1 of the Option as the Administrator may from time to time establish for reasons of administrative conveniencePlan.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.44.4 hereof or by the Plan; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience. (f) Shares of Stock issued upon exercise of the Option shall be issued to Participant or Participant’s beneficiaries, as the case may be, at the sole discretion of the Administrator, in either (A) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (B) certificate form.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (ai) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (bii) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee or Board shall, in its absolute discretion, deem necessary or advisable;; and (ciii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee or Board shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (eiv) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee or Board may from time to time establish for reasons of administrative convenience; and (v) The payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Plan Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Plan Administrator shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer Corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Plan Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee or the Company shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee or the Company may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) conditions which, with the exception of Section 4.5(d), the Company agrees to use to best efforts to promptly complete: The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) ; The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute reasonable discretion, deem necessary or advisable; (c) ; The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute reasonable discretion, determine to be necessary or advisable; (d) ; and The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise , subject to Section 10.1 of the Option as the Administrator may from time to time establish for reasons of administrative conveniencePlan.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience. Notwithstanding the provisions of the Termination Agreement with respect to the registration of the shares of stock deliverable upon the exercise of the Option, the parties agree that the Company will register such shares on Form S-8 or another appropriate form by June 3, 1999.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessablenon-assessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Board shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Board shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Board may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under Section 4.3(b), subject to Section 14.3 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee or the Company shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee or the Company may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment of the exercise price and all taxes related to the exercise of the Option.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.44.4 hereof; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock, treasury shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Board shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Board shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stockshares, including payment of any applicable withholding taxall amounts which, which may be in one under federal, state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Board may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the OptionShares, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock Shares shall be fully paid and nonassessable. The Company 4-Year Vesting Restricted Stock Award (Xxxxxx 18 mos acceleration) 7/08 50%y3/50%y4 (RS001125) shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof Shares prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock Shares to listing on all stock exchanges on which such Common Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option Issuance Date as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such Shares, subject to Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed; (b) Participant’s execution and delivery of the Joinder to the Shareholders Agreement with respect to such shares; (c) The completion of any registration or other qualification of such shares of Stock under any federal, state or federal foreign law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (cd) The obtaining of any approval or other clearance from any federal, state or federal foreign governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (f) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in one or more of the forms of consideration permitted under Section 4.4.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience. The parties agree that the Company will register such shares on Form S-8 or another appropriate form by June 30, 1999.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereofpart there of, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience, subject to Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder; and (e) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the CompanyCompany or shares purchased on the open market. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by the Company of full payment for such shares of Stockshares, including payment of any applicable withholding tax, which may be in one or more of the forms form of consideration permitted used by Participant to pay for such shares under Section 4.44.3(b); and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by the Holder to pay for such shares under Section 4.3(b), subject to Section 15.3 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessablenon-assessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee or the Company shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee or the Company shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee or the Company may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditionsconditions which, with the exception of Section 4.5(d), the Company agrees to use to best efforts to promptly complete: (ai) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (bii) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute reasonable discretion, deem necessary or advisable; (ciii) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute reasonable discretion, determine to be necessary or advisable;; and (div) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise , subject to Section 10.1 of the Option as the Administrator may from time to time establish for reasons of administrative conveniencePlan.

Conditions to Issuance of Stock Certificates. The shares of Stock Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock Shares or issued shares of Stock Shares which have then been reacquired by the Company. Such shares of Stock Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock Shares to listing on all stock exchanges on which such Stock is Shares are then listed; (b) The completion of any registration or other qualification of such shares of Stock Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of StockShares, including payment of any applicable withholding taxtax (subject to any minimum statutory withholding limits), which may be in one or more of the forms of consideration permitted under Section 4.4; In no event shall the amount withheld for taxes exceed the minimum statutory withholding limit; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience. The parties agree that the Company will register such shares on Form S-8 or another appropriate form by ___________, 1999.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionDeferred Stock Units, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon with respect to the exercise of the Option or portion thereof Deferred Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option applicable Distribution Event as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such shares in accordance with Section 10.4 of the Plan.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon with respect to the exercise of the OptionRestricted Stock Units, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon with respect to the exercise of the Option or portion thereof Restricted Stock Units prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option applicable Distribution Event as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon issuance of such shares.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Company shall, in in, its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Company shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Company may from time to time establish reestablish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Common Stock issuable and deliverable to Grantee upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock Common stock purchased upon the exercise of the any Option or nor portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings the filings or regulations of the Securities and Exchange Commission or of any other federal or state governmental regulatory body, which the Administrator shall, in its absolute discretion, deem Chief Financial Officer of the Company shall determine to be necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, Chief Financial Officer of the Company shall determine to be necessary or advisable; (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall taxes and other amounts which it is required to withhold under federal, including payment of any applicable withholding tax, which may be state or local law in one or more connection with the exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Chief Financial Officer of the Company may establish from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by payment to the Company company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by payment to the Company (or other employer corporation) of full payment for such shares of Stockall amounts which, including payment of any applicable withholding taxunder federal, which may be in one state or more local tax law, it is required to withhold upon exercise of the forms of consideration permitted under Section 4.4; andOption; (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (f) The written acknowledgment of Optionee of the continued applicability of the restrictions contained in this Agreement (including Article IV) and the Plan, if applicable.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable;; and (d) The receipt by the Company (or other employer corporation) of full payment for such shares of Stockshares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience.

Conditions to Issuance of Stock Certificates. The shares of Stock stock deliverable upon the exercise of the Option, or any portion part thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock stock purchased upon the exercise of the Option or portion part thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock class of stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law law, or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, body which the Administrator Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator Committee shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator Committee may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares.

Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Common Stock is then listed;; and (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;; and (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (ed) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by the Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan.