Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as The Warrant Holder may otherwise be provided exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) delivering to the Company setting forth (1) the number Warrant, (2) a duly executed notice (a “Notice of Shares Exercise”) in the form of Exhibit A and (3) payment to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more Company of the following means on Exercise Amount, at the Exercise Date (or such other date as may be permitted in writing by the Secretary election of the Company):Warrant Holder, either: (i) cash, personal check, money order, cashier’s check, or by wire transfer;transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) with by receiving from the approval Company the number of Warrant Shares equal to (A) the Committeenumber of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Date; Amount, or (iii) subject any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable law Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the Company’s policies, through the sale number of the Warrant Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. issuable in accordance with clause (bB) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock thereof (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option which determination shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (iiSection 5(m) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Datehereof). (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided The purchase rights represented by the Committee in an Award Agreement, Options shall Warrant may be exercised by the delivery of a written notice (“Notice”) Warrant Holder, in whole or in part at any time following the Issue Date during the period prior to the Company setting forth Expiration Date, by the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more surrender of the following means on Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A (the "Exercise Date (or such other date as may be permitted in writing by Notice") at the Secretary principal office of the Company):, and by the payment to the Company, at the option of the Warrant Holder by: (i) cashwire transfer of immediately available funds, personal check, money order, cashier’s check, or wire transferof an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) If at any time after a date which shall be one hundred and eighty (180) days after the Closing Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Warrant Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise, which shall mean an exercise of a Warrant in accordance with the approval of immediately following three sentences. To effect a Cashless Exercise, the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value holder of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on Warrant may exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale Warrant or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as Warrants without payment of the Exercise DatePrice in cash by surrendering such Warrant or Warrants and, or (ii) a in exchange therefor, receiving such number of Shares acquired on exercise shares of the Option Common Stock equal to the product of (1) that number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares shares of Common Stock for which such Warrants are exercisable and which would be issuable in the Option is being exercisedevent of an exercise with payment in cash of the Exercise Price and (2) the Cashless Exercise Ratio (as defined below). The “Cashless Exercise Ratio” shall equal a fraction, the Committee may direct that numerator of which is the Company either (i) pay excess of the Grantee a cash amount, or (ii) issue a lesser number Current Market Price per share of Shares of the Common Stock, in any such caseas applicable, having a Fair Market Value on the date of exercise over the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares Price per share of Common Stock as to of the date of exercise and the denominator of which is the Option is being exercised exceeds Current Market Price per share of the aggregate Option Price for such SharesCommon Stock, based as applicable, on such terms and conditions as the Committee shall establishdate of exercise. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.; or

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options The Option shall be exercised by the delivery of a written notice (“Notice”) to the Company at its principal executive office (Attention: Xxxxxxx X. Xxxx, Xx., Secretary) of (i) a signed written notice of exercise setting forth the number of Shares to be exercised, accompanied by purchased and (ii) payment in full payment (including any applicable tax withholding) of the option price for the Shares to be purchased. The option price to be paid upon the exercise of this Option may be made by any one or more either of the following means on methods: (a) payment in cash in the Exercise Date (or such other date as may be permitted in writing by the Secretary full amount of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Dateoption price; or (iiib) subject to applicable law and in lieu of cash payment, at any time until the Company’s policiesexpiration of this Option, through the sale holder of the Shares acquired on exercise of this Option ("Holder") may, at its option, exchange the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested represented by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the this Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the whole or in part (an "Option Price of the Option and delivering Exchange"), into the number of Shares determined in accordance with this paragraph 6(b), by surrendering this Option Agreement at the principal office of Common Stock for the Company accompanied by a notice stating such Holder's intent to effect such exchange, the number of Shares to be exchanged, and the date on which the Holder requests that such Option is being exercisedExchange occur (the "Notice of Exchange"). The Option Exchange shall take place on the date specified in the Notice of Exchange or, if later, the Committee may direct that date the Notice of Exchange is received by the Company either (the "Exchange Date"). Certificates for the Shares issuable upon such Option Exchange and, if applicable, a new Option Agreement (a "Remainder Option Agreement") of like tenor evidencing the Shares which were subject to the surrendered Option Agreement and not included in the Option Exchange, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Option Exchange, the Holder's Option Agreement shall represent the right to subscribe for and acquire (I) the number of Shares (rounded to the next highest integer) equal to (A) the number of Shares specified by the Holder in its Notice of Exchange (the "Total Share Number") less (B) the number of Shares equal to the quotient obtained by dividing (i) pay the Grantee a cash amount, or product of the Total Share Number and the existing Exercise Price per Share by (ii) issue the current Market Price (as hereinafter defined) of a lesser number of Shares Share of Common Stock, in any such case, having and (II) a Fair Market Value on the Exercise Date equal to the amountRemainder Option Agreement, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establishapplicable. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as The Warrant Holder may otherwise be provided exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) delivering to the Company setting forth (1) the number Warrant, (2) a duly executed notice (a “Notice of Shares Exercise”) in the form of Exhibit A and (3) payment to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more Company of the following means on Exercise Amount, at the Exercise Date (or such other date as may be permitted in writing by the Secretary election of the Company):Warrant Holder, either: (i) cash, personal check, money order, cashier’s check, or by wire transfer;transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) with by receiving from the approval Company the number of Warrant Shares equal to (A) the Committeenumber of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Date; Amount, or (iii) subject any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable law Closing Price, the Board of Directors shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the Company’s policies, through the sale number of the Warrant Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. issuable in accordance with clause (bB) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock thereof (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option which determination shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (iiSection 5(m) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Datehereof). (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except Subject to such administrative regulations as may otherwise be provided by the Committee in an Award Agreementmay from time to time adopt, Options shall the Stock Option may be exercised by the delivery of a written notice (“Notice”) to the Company Committee setting forth the number of Shares shares of Common Stock with respect to which the Stock Option is to be exercisedexercised and the date of exercise thereof (the “Exercise Date”). On the Exercise Date, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more Participant shall deliver to the Company consideration with a value equal to the total Option Price of the following means on shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the Exercise Date (or such other date as may be permitted in writing by the Secretary order of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; ; (ii) with subject to the approval of the Committee, Shares or Shares of Common Stock (including Restricted Stock valued at Stock) owned by the Fair Market Value of a Share Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; or (iii) subject to applicable law and the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company’s policies, through exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the sale Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the Shares acquired on shares of Common Stock purchased upon exercise of the Stock Option through or to pledge such shares as collateral for a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise loan and irrevocable instructions to promptly deliver promptly to the Company the amount of sale or loan proceeds sufficient necessary to pay for such Sharespurchase price; (iv) subject to the approval of the Committee, together with, if requested by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the Companynumber of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its sole discretion, specify that, if any Shares . In the event that shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay tendered as consideration for the Option Priceexercise of a Stock Option, (i) all a number of shares of Common Stock issued upon the Shares acquired on exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same Restrictions restrictions and provisions as the Tendered Restricted SharesStock so tendered. Upon payment of all amounts due from the Participant, determined as the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date, or (ii) a number of Shares acquired on exercise . The obligation of the Option equal Company to the number register shares of Tendered Restricted Shares shall Common Stock shall, however, be subject to the same Restrictions as condition that, if at any time the Tendered Restricted SharesCompany shall determine in its discretion that the listing, determined as registration, or qualification of the Exercise Date. (c) If Stock Option or the Option Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is exercised necessary as permitted by the Plan by any Person other than the Granteea condition of, or in connection with, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Stock Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu issuance or purchase of accepting payment of the Option Price of the Option and delivering the number of Shares shares of Common Stock for which thereunder, then the Stock Option is being exercisedmay not be exercised in whole or in part unless such listing, the Committee may direct that the Company either (i) pay the Grantee a cash amountregistration, qualification, consent, or (ii) issue a lesser number approval shall have been effected or obtained free of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal conditions not reasonably acceptable to the amount, if any, by which Committee. If the aggregate Fair Market Value (or such other amount as may be Participant fails to pay for any of the Optioned Shares specified in the applicable Award Agreementsuch notice or fails to accept delivery thereof, in the case of an exercise occurring concurrent with a Change in Control) that portion of the Shares of Common Participant’s Stock as Option and the Participant shall forfeit the right to which the Option is being exercised exceeds the aggregate Option Price for purchase such Optioned Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by Subject to the Committee limitations set forth in an Award this Agreement, the Optionee may exercise the Options shall be exercised by the delivery of a delivering written notice (“Notice”) to the Company setting forth stating the number of Shares to be exercisedshares being purchased (but not less than ten (10) shares), accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as payment in full of the purchase price for such shares, which payment may reasonably be required (1) in cash or by check payable and acceptable to the Company; (2) by tendering to the Company shares of Stock owned by the CompanyOptionee for at least six months, including evidence of authority of such Person or Persons if acquired pursuant to exercise the Option. (d) At the time a Grantee exercises Company stock option, and having an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment aggregate Market Value Per Share as of the date of exercise and tender that is not greater than the full Option Price of for the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent shares with a Change in Control) of the Shares of Common Stock as respect to which the Option is being exercised exceeds and by paying any remaining amount of the aggregate Option Price as provided in (1) above, provided that the Committee may, upon confirming that the Optionee owns the number of shares being tendered, authorize the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the exercise and return to the Optionee (or not require surrender of) the certificate for the shares being tendered upon the exercise; (3) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Option Price and any required tax withholding amounts; provided that in the event the Optionee chooses to pay the Option Price and withholding taxes as provided above, the Optionee and the broker shall comply with such Shares, based on procedures and enter into such terms and conditions agreements as the Committee may prescribe as a condition of such payment procedure; or (4) by a combination of such methods of payment. Promptly after the Company's receipt of the written notice of election to exercise provided for in this Article IV, and Optionee's payment in full of the Option Price (and satisfaction of any applicable withholding taxes), the Company shall establish. (e) No payment deliver or issuance cause to be delivered to the Optionee certificates for the whole number of shares with respect to which the Option is being exercised by the Optionee. Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied registered in accordance with Section 17.1 the name of the Optionee. If any law or otherwiseregulation of the Securities and Exchange Commission or of any other federal or state governmental body having jurisdiction shall require the Company or the Optionee to take any action prior to issuance to the Optionee of the shares of Common Stock specified in the written notice of election to exercise, or if any listing agreement between the Company and any national securities exchange requires such shares to be listed prior to issuance, the date for the delivery of such shares shall be adjourned until the completing of such action and/or such listing. In no event shall the Company be required to issue fractional shares upon the exercise of any portion of the Option.

Exercise and Payment. (a) Except as Options and Stock Appreciation Rights may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by delivering to the delivery of Company a written notice of exercise, in a form prescribed by the Administrator (“Notice”which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) to the Company setting forth as specified in Section 5.5(b) below for the number of Shares for which the Award is exercised and (ii) as specified in Section 8.2 below for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. (b) Subject to be exercised, accompanied by full payment any Company xxxxxxx xxxxxxx policy (including any applicable tax withholdingblackout periods) for and Applicable Laws, the Shares made by any one or more exercise price of the following means on the Exercise Date (or such other date as may an Option must be permitted in writing by the Secretary of the Company):paid by: (i) cash, personal checkwire transfer of immediately available funds or by check payable to the order of the Company, money order, cashier’s check, provided that the Company may limit the use of one of the foregoing payment forms if one or wire transfermore of the payment forms below is permitted; (ii) with the approval of the Committee, if there is a public market for Shares or Shares of Restricted Stock valued at the Fair Market Value time of a Share on exercise, unless the Exercise Date; or Company otherwise determines, (iiiA) subject delivery (including telephonically to applicable law and the extent permitted by the Company’s policies, through the sale ) of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the amount exercise price, or (B) the Participant’s delivery to the Company of sale a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or loan proceeds a check sufficient to pay for the exercise price; provided that such Sharesamount is paid to the Company at such time as may be required by the Administrator; (iii) to the extent permitted by the Administrator, together withdelivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their fair market value; (iv) to the extent permitted by the Administrator, if requested surrendering Shares then issuable upon the Option’s exercise valued at their fair market value on the exercise date; (v) to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or (vi) to the extent permitted by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise combination of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted above payment forms approved by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence Administrator. Table of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.Contents

Exercise and Payment. An option granted hereunder may be exercised, and payment for the Common Stock purchased upon such exercise shall be made, as follows. The option may be exercised in whole or in part as to any shares of Common Stock that have become exercisable under such option by filing a written notice of exercise with the Secretary of the Company at its corporate headquarters prior to the date such option expires. Such notice shall specify the number of shares which the option holder elects to purchase and shall be accompanied by either of the following: (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) bank-certified check payable to the Company setting forth (or other type of check or draft payable to the number Company and acceptable to the Secretary) in the amount of Shares to be the exercise price for the shares of Common Stock being exercised, accompanied plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by full payment Xxxxxxx and Company's payroll department; or (including any applicable tax withholdingb) a copy of directions to, or a written acknowledgment from, an "Approved Broker" that the Approved Broker has been directed to sell, for the Shares made account of the option holder, shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the option, together with an undertaking by the Approved Broker to remit to the Company a sufficient portion of the sale proceeds to pay the exercise price for the shares exercised plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by Xxxxxxx and Company's payroll department. In the case of exercise via method (a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The term "Approved Broker" means any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing securities brokerage firms designated by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of Company from time to time. If the Committee, Shares as defined in Section 10 herein, shall have authorized such payment and if the Company is not then prohibited from purchasing or Shares acquiring shares of Restricted Stock stock, payment may be made in whole or in part with shares of stock of the Company delivered in lieu of cash concurrently with such exercise, the shares so delivered to be valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject basis of their fair market value on the date of exercise. If the Company is required to applicable law and withhold an amount on account of any federal or state income tax imposed as a result of such exercise, the optionee shall pay any tax resulting from such exercise that the Company’s policies, through the sale of the Shares acquired on its parent or subsidiary is required to withhold, as computed by Xxxxxxx and Company's payroll department, by check or cash concurrently with exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exerciseoption. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except Subject to such administrative regulations as may otherwise be provided by the Committee in an Award Agreementmay from time to time adopt, Options shall the Stock Option may be exercised by the delivery of a written notice (“Notice”) to the Company Committee setting forth the number of Shares shares of Common Stock with respect to which the Stock Option is to be exercised, accompanied by full payment the date of exercise thereof (including any applicable tax withholding) for the “Exercise Date”), and whether the Optioned Shares made by any one or more to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the following means on shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the Exercise Date (or such other date as may be permitted in writing by the Secretary order of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; ; (ii) with subject to the approval of the Committee, Shares or Shares of Common Stock (including Restricted Stock valued at Stock) owned by the Fair Market Value of a Share Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; or (iii) subject to applicable law and the approval of the Committee, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company’s policies, through exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the sale Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the Shares acquired on shares of Common Stock purchased upon exercise of the Stock Option through or to pledge such shares as collateral for a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise loan and irrevocable instructions to promptly deliver promptly to the Company the amount of sale or loan proceeds sufficient necessary to pay for such Sharespurchase price; (iv) subject to the approval of the Committee, together with, if requested by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the Companynumber of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its sole discretion, specify that, if any Shares . In the event that shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay tendered as consideration for the Option Priceexercise of a Stock Option, (i) all a number of shares of Common Stock issued upon the Shares acquired on exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same Restrictions restrictions and provisions as the Tendered Restricted SharesStock so tendered. Upon payment of all amounts due from the Participant, determined as the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date, or (ii) a number of Shares acquired on exercise . The obligation of the Option equal Company to the number register shares of Tendered Restricted Shares shall Common Stock shall, however, be subject to the same Restrictions as condition that, if at any time the Tendered Restricted SharesCompany shall determine in its discretion that the listing, determined as registration, or qualification of the Exercise Date. (c) If Stock Option or the Option Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is exercised necessary as permitted by the Plan by any Person other than the Granteea condition of, or in connection with, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Stock Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu issuance or purchase of accepting payment of the Option Price of the Option and delivering the number of Shares shares of Common Stock for which thereunder, then the Stock Option is being exercisedmay not be exercised in whole or in part unless such listing, the Committee may direct that the Company either (i) pay the Grantee a cash amountregistration, qualification, consent, or (ii) issue a lesser number approval shall have been effected or obtained free of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal conditions not reasonably acceptable to the amount, if any, by which Committee. If the aggregate Fair Market Value (or such other amount as may be Participant fails to pay for any of the Optioned Shares specified in the applicable Award Agreementsuch notice or fails to accept delivery thereof, in the case of an exercise occurring concurrent with a Change in Control) that portion of the Shares of Common Participant’s Stock as Option and the Participant shall forfeit the right to which the Option is being exercised exceeds the aggregate Option Price for purchase such Optioned Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except Subject to such administrative regulations as may otherwise be provided by the Committee in an Award Agreementmay from time to time adopt, Options shall the Stock Option may be exercised by the delivery of a written notice (“Notice”) to the Company Committee setting forth the number of Shares shares of Common Stock with respect to which the Stock Option is to be exercisedexercised and the date of exercise thereof (the “Exercise Date”). On the Exercise Date, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more Participant shall deliver to the Company consideration with a value equal to the total Option Price of the following means on shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the Exercise Date (or such other date as may be permitted in writing by the Secretary order of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; ; (ii) with subject to the approval of the Committee, Shares or Shares of Common Stock (including Restricted Stock valued at Stock) owned by the Fair Market Value of a Share Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; or (iii) subject to applicable law and the approval of the Committee, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company’s policies, through exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the sale Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the Shares acquired on shares of Common Stock purchased upon exercise of the Stock Option through or to pledge such shares as collateral for a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise loan and irrevocable instructions to promptly deliver promptly to the Company the amount of sale or loan proceeds sufficient necessary to pay for such Sharespurchase price; (iv) subject to the approval of the Committee, together with, if requested by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the Companynumber of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its sole discretion, specify that, if any Shares . In the event that shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay tendered as consideration for the Option Priceexercise of a Stock Option, (i) all a number of shares of Common Stock issued upon the Shares acquired on exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same Restrictions restrictions and provisions as the Tendered Restricted SharesStock so tendered. Upon payment of all amounts due from the Participant, determined as the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date, or (ii) a number of Shares acquired on exercise . The obligation of the Option equal Company to the number register shares of Tendered Restricted Shares shall Common Stock shall, however, be subject to the same Restrictions as condition that, if at any time the Tendered Restricted SharesCompany shall determine in its discretion that the listing, determined as registration, or qualification of the Exercise Date. (c) If Stock Option or the Option Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is exercised necessary as permitted by the Plan by any Person other than the Granteea condition of, or in connection with, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Stock Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu issuance or purchase of accepting payment of the Option Price of the Option and delivering the number of Shares shares of Common Stock for which thereunder, then the Stock Option is being exercisedmay not be exercised in whole or in part unless such listing, the Committee may direct that the Company either (i) pay the Grantee a cash amountregistration, qualification, consent, or (ii) issue a lesser number approval shall have been effected or obtained free of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal conditions not reasonably acceptable to the amount, if any, by which Committee. If the aggregate Fair Market Value (or such other amount as may be Participant fails to pay for any of the Optioned Shares specified in the applicable Award Agreementsuch notice or fails to accept delivery thereof, in the case of an exercise occurring concurrent with a Change in Control) that portion of the Shares of Common Participant’s Stock as Option and the Participant shall forfeit the right to which the Option is being exercised exceeds the aggregate Option Price for purchase such Optioned Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except The Optionee may exercise this Option or any portion thereof once it has vested in accordance with the terms of the Award Letter or as provided for herein. Each election to exercise this Option shall be made in accordance with such rules and procedures as the broker or other third-party administrator retained in connection with the administration of the Plan shall prescribe, or in accordance with such other procedures as the Administrator may otherwise determine. An election to exercise this Option shall be provided made by the Committee Optionee or the Optionee’s executor, administrator, or legally appointed representative (in the event of the Optionee’s incapacity) or the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (in such an Award Agreementevent, Options such person or persons shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares deemed to be exercisedthe “Optionee” for purposes of this Agreement), and in all cases in accordance with the terms of this Agreement and the Plan, accompanied by payment in full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date exercise price, in cash or bank or certified check (or by such other date method as may be permitted in writing determined by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such SharesAdministrator), together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to with the amount, if any, deemed necessary by which the aggregate Fair Market Value Company to enable it to satisfy any tax withholding obligations with respect to the exercise (or unless other arrangements acceptable to the Company are made for the satisfaction of such withholding obligation). In the event that this Option is exercised by an individual other amount than the original Optionee, the Company will be under no obligation to deliver shares of Stock hereunder unless and until it is satisfied as to the authority of the individual to exercise this Option. The Optionee authorizes the Company and its affiliates to withhold such amounts as may be specified in necessary to satisfy the applicable Award Agreementfederal, state and local withholding tax requirements that may arise in connection with this Option from any amounts otherwise owed to the case Optionee, but nothing in this sentence may be construed as relieving the Optionee of an any liability for satisfying his or her tax obligations. (b) On the Expiration Date, to the extent any portion of this Option is vested and is scheduled to terminate in accordance with the terms of this Option, if the Option is unexercised and the per share exercise occurring concurrent price is less than the closing price of the Stock on that date, the vested portion of this Option will be deemed to have been exercised at the close of business on that date. As promptly as practicable thereafter, the Company will deliver to the Optionee that number of shares subject to the vested portion of this Option less the number of shares with a Change value that is equal to the aggregate fair market value of (1) the aggregate exercise price of the vested portion of this Option and (2) the amount necessary to satisfy any required withholding of taxes or social insurance contributions (but not in Controlexcess of the maximum amount prescribed by Section 6(a)(6) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establishPlan). (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company):Date: (i) cash, personal check, money order, cashier’s check, check or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or; (iii) with the approval of the Committee, subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of the Options pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise); (iv) subject to applicable law and the Company’s policieslaw, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise; or (v) in any other form of consideration approved by the Committee. (b) The Committee maySubject to applicable law, in its discretion, specify that, if the Company may loan a Grantee all or any Shares portion of Restricted Stock (“Tendered Restricted Shares”) are used the amount payable by the Grantee to pay the Option Price, (i) all the Shares acquired on Company upon exercise of the Option shall be subject to the same Restrictions on such terms and conditions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise DateCommittee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including including, evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, check or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policieslaw, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee maySubject to applicable law, in its discretion, specify that, if the Company may loan a Grantee all or any Shares portion of Restricted Stock (“Tendered Restricted Shares”) are used the amount payable by the Grantee to pay the Option Price, (i) all the Shares acquired on Company upon exercise of the Option shall be subject to the same Restrictions on such terms and conditions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise DateCommittee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including including, evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except Subject to such administrative regulations as may otherwise be provided by the Committee in an Award Agreementmay from time to time adopt, Options shall the Stock Option may be exercised by the delivery of a written notice (“Notice”) to the Company Committee setting forth the number of Shares shares of Common Stock with respect to which the Stock Option is to be exercised, accompanied by full payment the date of exercise thereof (including any applicable tax withholding) for the “Exercise Date”), and whether the Optioned Shares made by any one or more to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the following means on shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the Exercise Date (or such other date as may be permitted in writing by the Secretary order of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; ; (ii) with subject to the approval of the Committee, Shares or Shares of Common Stock (including Restricted Stock valued at Stock) owned by the Fair Market Value of a Share Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; or (iii) subject to applicable law and the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company’s policies, through exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the sale Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the Shares acquired on shares of Common Stock purchased upon exercise of the Stock Option through or to pledge such shares as collateral for a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise loan and irrevocable instructions to promptly deliver promptly to the Company the amount of sale or loan proceeds sufficient necessary to pay for such Sharespurchase price; (iv) subject to the approval of the Committee, together with, if requested by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the Companynumber of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its sole discretion, specify that, if any Shares . In the event that shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay tendered as consideration for the Option Priceexercise of a Stock Option, (i) all a number of shares of Common Stock issued upon the Shares acquired on exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same Restrictions restrictions and provisions as the Tendered Restricted SharesStock so tendered. Upon payment of all amounts due from the Participant, determined as the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date, or (ii) a number of Shares acquired on exercise . The obligation of the Option equal Company to the number register shares of Tendered Restricted Shares shall Common Stock shall, however, be subject to the same Restrictions as condition that, if at any time the Tendered Restricted SharesCompany shall determine in its discretion that the listing, determined as registration, or qualification of the Exercise Date. (c) If Stock Option or the Option Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is exercised necessary as permitted by the Plan by any Person other than the Granteea condition of, or in connection with, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Stock Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu issuance or purchase of accepting payment of the Option Price of the Option and delivering the number of Shares shares of Common Stock for which thereunder, then the Stock Option is being exercisedmay not be exercised in whole or in part unless such listing, the Committee may direct that the Company either (i) pay the Grantee a cash amountregistration, qualification, consent, or (ii) issue a lesser number approval shall have been effected or obtained free of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal conditions not reasonably acceptable to the amount, if any, by which Committee. If the aggregate Fair Market Value (or such other amount as may be Participant fails to pay for any of the Optioned Shares specified in the applicable Award Agreementsuch notice or fails to accept delivery thereof, in the case of an exercise occurring concurrent with a Change in Control) that portion of the Shares of Common Participant’s Stock as Option and the Participant shall forfeit the right to which the Option is being exercised exceeds the aggregate Option Price for purchase such Optioned Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided The purchase rights represented by the Committee in an Award Agreement, Options shall Warrant may be exercised by the delivery of a written notice Warrant Holder, in whole or in part at any time following the the date on which the Commission declares the Registration Statement effective (the “NoticeExercise Event Date”) ), and at any time prior to the Company setting forth Expiration Date, the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as Holder may be permitted in writing by the Secretary exercise this Warrant into shares of the Company):’s Common Stock, by the surrender of the Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A) at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by: (i) cashwire transfer of immediately available funds, personal check, money order, cashier’s check, or wire transferof an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) with If at any time after a date which shall be one hundred and eighty (180) days after the approval Exercise Effective Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the CommitteeWarrant Shares by the Warrant Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”, wherein the Warrant Holder may surrender to the Company that number of Warrant Shares (or Shares the right to receive such number of Restricted Stock valued at the shares) having an aggregate Fair Market Value of a Share on at such time equal to or greater than the Exercise DateWarrant Price for all shares then being purchased (including those being surrendered); or (iii) subject to applicable law and any combination thereof. For purposes of this Agreement, “Fair Market Value” of a share as of a particular date shall mean: (A) if the Company’s policiesCommon Stock is traded on an exchange or the over-the-counter market or otherwise quoted or reported on a national exchange, through the sale of average reported closing price for the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly five (5) trading days prior to the Company the amount date of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount determination of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Pricefair market value, (iB) all the Shares acquired on if conversion or exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises simultaneous with an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares underwritten public offering of Common Stock for which registered under the Option is being exercisedSecurities Act of 1933, as amended, then the Committee may direct initial public offering price (before deducting commissions, discounts or expenses) per share sold in such offer, and (C) otherwise that the Company either (i) pay the Grantee price determined in good faith and in such reasonable manner as prescribed by a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) majority of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establishBoard. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as At any time before December 31, 2008, this Warrant may otherwise be provided exercised, in whole or in part, from time to time by the Committee in an Award AgreementHolder, Options shall be exercised during the term hereof, by surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed by the delivery of a written notice (“Notice”) Holder to the Company setting forth at the principal executive offices of the Company, together with payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Shares to be exercisedthereby purchased, accompanied by full payment as designated in the Notice of Exercise (including any applicable tax withholding) for the Shares made by any one or more of the following means on the "Exercise Date (or such other date as Time"). Payment may be permitted in writing cash or by check payable to the Secretary order of the Company):. (b) Notwithstanding any other provisions of this paragraph 2, the Holder shall have the right, in lieu of exercising this Warrant by payment of cash or by check, to pay all or a portion of the aggregate Exercise Price by making a "cashless exercise," in which case the portion of the aggregate Exercise Price to be so paid shall be paid by reducing the number of shares of Common Stock otherwise issuable pursuant to the Notice of Exercise by an amount equal to (i) the aggregate Exercise Price to be so paid divided by (ii) the Fair Market Value of one share of Common Stock. As used herein, the "Fair Market Value" of one share of Common Stock means: (i) cashif the Common Stock is listed or admitted to trade on a national securities exchange or national market system, personal checkthe closing price of the Common Stock, money orderas published in the Wall Street Journal or, cashier’s checkif there is no trading of the Common Stock on such date, or wire transferthen the closing price on the next preceding date on which there was trading of such shares; (ii) with if the approval Common Stock is not listed or admitted to trade on a national securities exchange or national market system, the mean between the bid and asked price for the Common Stock on such date, as furnished by the National Association of the CommitteeSecurities Dealers, Shares Inc., through Nasdaq or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Datesimilar organization if Nasdaq is no longer reporting such information; or or (iii) subject if the Common Stock is not listed or admitted to applicable law trade on a national securities exchange or national market system and if bid and asked price for the Company’s policiesCommon Stock are not so furnished through Nasdaq or a similar organization, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested market value established in good faith by the Company, the amount 's Board of applicable withholding taxes payable by Grantee by reason of such exerciseDirectors. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. Subject to the terms and conditions set forth herein, including the Performance Warrant Release Events provisions set forth in Section 4, the Holder is entitled to purchase at any time until 5:00 p.m. (aVancouver time) Except as on the fifth (5th) anniversary of the Issue Date (the “Expiry Time”), that number of Common Shares to which the Holder is entitled in accordance with the terms of this Certificate. The rights evidenced by this Certificate may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery Holder by delivering an exercise form, in the form attached hereto as Schedule “A” (the “Exercise Form”), duly completed and executed, together with this Certificate. On the date the Corporation receives the Exercise Form and this Certificate (the “Exercise Date”), in lieu of payment of the aggregate Exercise Price by the Holder and issuance of the corresponding aggregate number of Common Shares, the Corporation shall issue to the Holder, on a written notice cash-less basis for no additional consideration, such number of fully paid and non-assessable Common Shares (the “NoticeIssued Shares”) to as are computed using the Company setting forth following formula: X = Y (A-B) / A where: X = the number of Common Shares to be issued to the Holder; Y = the number of Warrants with respect to the which this Certificate is being exercised, accompanied by full payment (including any applicable tax withholding) for ; A = the Shares made by any one or more of Current Market Price; and B = the following means on Exercise Price. As promptly as practicable after the Exercise Date and, in any event, within five (or such other date as may be permitted in writing by the Secretary 5) business days of the Company): (i) cash, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject , the Corporation will obtain and cause to applicable law be delivered to the Holder the certificate or certificates for the Issued Shares to the delivery address specified in the Exercise Form. Such certificates shall be deemed to have been issued and the Company’s policies, through Holder shall be deemed for all purposes to have become the sale holder of record of the Common Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of . All Common Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares delivered hereunder shall be subject to applicable Canadian provincial or foreign securities laws and regulatory requirements, applicable Exchange policies and rules, and applicable Canadian corporate laws, and the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee Corporation may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value appropriate legends to be placed on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price certificates for such Shares, based on Common Shares to reflect such terms and conditions as the Committee shall establishrestrictions. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, check or wire transfer;; or (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policieslaw, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Except as otherwise set forth and as otherwise determined by the Committee mayat the time of grant, an Option may be exercised either in whole or with respect to not less than 500 Shares at any one time. Notwithstanding the foregoing, in its discretionthe event that the vested portion of a Grantee’s Option pursuant to Section 6.4 is with respect to less than 500 Shares, specify thatsuch Grantee may exercise the entire vested amount. (c) At the discretion of the Committee and subject to applicable law, if the Company may loan a Grantee all or any Shares portion of Restricted Stock (“Tendered Restricted Shares”) are used the amount payable by the Grantee to pay the Option Price, (i) all the Shares acquired on Company upon exercise of the Option shall be subject to the same Restrictions on such terms and conditions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise DateCommittee may determine. (cd) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including including, evidence of authority of such Person or Persons to exercise the Option. (de) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options granted under this Section 6 shall be exercised by the delivery of a written (or electronic) notice (“Notice”) of exercise to the Company Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment (including any for the Shares and all applicable tax withholding. The Option Price and applicable tax withholding upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering previously acquired whole Shares (held for any minimum period needed to avoid adverse impacts to the Shares made Company’s earnings for financial reporting purpose), valued at their Fair Market Value at the time of exercise, with such documentation as the Committee may require, or (c) a combination (a) and (b). In addition, payment of the Option Price and applicable tax withholding may be payable by any one or more of the following means on methods upon written consent from the Exercise Date (or Committee if such other date as may be permitted method will not result in writing by the Secretary of a charge to the Company):’s earnings for financial reporting purposes: (id) cash, personal check, money order, cashier’s check, or wire transfer; by a “net exercise” in which whole Shares that otherwise would be acquired on exercise are withheld (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the their Fair Market Value at the time of a Share on exercise), (e) by tendering other Awards payable under the Exercise Date; Plan, or (iiif) subject to applicable law and the Company’s policies, by cashless exercise through the sale delivery of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to a broker to promptly deliver promptly to the Company the amount of proceeds from a sale of all or a portion of the whole Shares being exercised. To the extent the Option Price and applicable tax withholding would require the sale or loan proceeds sufficient delivery of a fractional Share, any Shares sold or delivered shall be rounded down to the next whole Share and the Participant shall pay for such Sharesthe remainder using method (a) above. As soon as practicable after receipt of a written (or electronic) notification of exercise and full payment, together withthe Company shall deliver, if requested by electronically or in paper form, the Shares to the Participant. No Participant shall have any rights of a shareholder with respect to Shares subject to an Option, including any right to receive dividends, to vote, or to participate in the equity of the Company, the amount of applicable withholding taxes payable by Grantee by reason of until such exerciseOption has been exercised and payment made in full as provided herein. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as may otherwise be provided by the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cash, personal check, money order, cashier’s check, check or wire transfer; (ii) with the approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) At the discretion of the Committee and subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (d) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (de) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. A Vested Option shall be exercised, in whole or in part, solely by delivery by the Optionee of all of the following to the Secretary of the Company at such person's office at the Company prior to the Expiration Date: (a) Except as may otherwise be provided The Notice of Exercise, duly executed by the Committee in an Award Agreement, Options shall be exercised by Optionee (or the delivery of a written notice (“Notice”) Optionee's Successors if permitted pursuant to the Company setting forth terms of Paragraph 4 of this --------- Option Agreement), stating the Optionee's intent to exercise such Vested Option and the number of Vested Option Shares to be exercisedpurchased by such exercise (hereinafter, accompanied by full collectively and severally, the "Purchased Option Shares"). ----------------------- (b) Full payment (including any applicable tax withholding) for the Vested Option Shares made to be purchased by any one or more exercise of the following means on Option as follows: (i) In good funds (in U.S. Dollars) by cash or by check (provided, however, if the Exercise Date aggregate Option Price for the Vested Option Shares -------- ------- to be purchased results in fractions of cents, the Option Price shall be rounded down); or (or such other date as may be permitted ii) If consented to in writing by the Secretary Board (with no obligation to do so) immediately prior to the time of exercise of the Company): (i) cashOption, personal check, money order, cashier’s check, or wire transfer; (ii) with the approval shares of the Committee, Shares or Shares of Restricted Common Stock valued at owned by the Optionee duly endorsed for transfer to the Company with a Fair Market Value of a Share on the Exercise Datedate of delivery equal to the aggregate Option Price of the Vested Option Shares to be purchased by exercise of this Option; or (iii) subject Unless prohibited by law, if consented to applicable law and in writing by the Company’s policies, through Board (with no obligation to do so) immediately prior to the sale time of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise Option, and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions provisions of Regulation G promulgated by the Federal Reserve Board with respect to "Margin Stock" if the Company and the Optionee are then subject to such Regulation, by (A) a full recourse promissory note bearing interest (at a rate as shall then be determined by the Tendered Restricted SharesBoard which shall not, determined in any event, be less than a rate as shall preclude the imputation of interest under the Exercise DateCode or any successor provision) and payable upon such terms as may be prescribed by the Board, or and (B) secured by such security as is then prescribed by the Board; or (iv) To the extent the Board consents to consideration pursuant to the foregoing Subsections (ii) a number of Shares acquired on exercise and (iii), any combination of the Option equal to ---------------- ----- consideration provided in the number of Tendered Restricted Shares shall be subject to the same Restrictions foregoing Subsections (i), (ii), and (iii), as the Tendered Restricted Shares, determined as of the Exercise Date--------------- ---- ----- applicable. (c) If In the event that a Vested Option is shall be exercised as permitted by the Plan by any Person other than Optionee's Successors, appropriate proof of the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority right of such Person person or Persons persons to exercise the such Vested Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.

Exercise and Payment. (a) Except as otherwise provided in this Option Agreement or in the Option Grant Letter, you may otherwise be provided exercise vested Options by the Committee providing notification in an Award Agreement, Options shall be exercised by the delivery of a written notice (“Notice”) form acceptable to the Company setting forth that you have elected to exercise this Option in whole or in part, showing the number of Shares to be for which the Option is being exercised, accompanied by and providing payment in full payment (including any applicable tax withholding) for the Shares made Option Price. If you have not signed and delivered this Option Agreement prior to submitting a notification of such election, submission of your notification of election shall constitute your agreement with the terms and conditions of this Option Agreement. Notwithstanding the preceding sentence, the Company reserves the right to require your signature to this Option Agreement prior to accepting a notification of election to exercise this Option in whole or in part. You must pay the Option Price in full by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company): (i) cashmethods, personal check, money order, cashier’s check, or wire transfer; (ii) with the subject to approval of the Committee, Shares or Shares of Restricted Stock valued at the Fair Market Value of a Share on the Exercise Date; or (iiii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through in cash by a broker-dealer to whom the Grantee has you have submitted an irrevocable exercise notice consisting of exercise and an irrevocable instructions instruction to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Sharesthe Option Price; (ii) in cash, together with, if requested by check or wire transfer; (iii) in Mature Shares valued at their Fair Market Value on the date of exercise; (iv) subject to restrictions established by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Committee mayCommittee, in its discretionRestricted Shares you have held for at least six months prior to the exercise of the Option, specify that, if valued at their Fair Market Value on the date of exercise; or (v) in any combination of the above methods. Certificates for any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall Price must be subject attested to in writing to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, Company or (ii) a number of Shares acquired on exercise of the Option equal delivered to the number Company in negotiable form, duly endorsed in blank or with separate stock powers attached, and must be free and clear of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Sharesall liens, determined as encumbrances, claims and any other charges thereon of the Exercise Dateany kind. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 17.1 or otherwise.