Common use of EXERCISE OF OPTION AND ISSUANCE OF STOCK Clause in Contracts

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall be exercised by giving written notice to the Company. Such written notice shall: (i) be signed by the person exercising the Option, (ii) state the number of Shares with respect to which the Option is being exercised, (iii) contain the warranty required by Paragraph M of this Article VII, if applicable, and (iv) specify a date (other than a Saturday, Sunday or legal holiday) not more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for fully paid nonassessable Shares or undertake to deliver an appropriate certificate or certificates within a reasonable period of time. In the event of any failure to pay for the number of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate with respect to such number of Shares, but shall continue with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act of 2002 or the requirements of any applicable securities laws, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoing. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant to the Company’s transfer agent with respect to disposition of the balance of the shares covered thereby.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised exercisable in whole or in part (to the extent that it is exercisable in accordance with its terms) by the giving written notice to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) shall contain the warranty required by Paragraph M of this Article VIIwarranty, if applicableany, required under the Plan and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company in order on one occasion for up to comply with 30 days if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), ) the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Optionee either: (a) in cash, by certified check or bank check, or by wire transfer; or (b) in whole shares of the Company's common stock; or (c) any combination of (a) or (b) above. The fair market value of the stock to pay for be applied toward the number purchase price shall be determined as of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to of exercise of the Option shall terminate in a manner consistent with respect to such number the determination of Shares, but shall continue fair market value with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act grant of 2002 or the requirements of any applicable securities laws, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of under the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingPlan. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option. {The provision in the last sentence of Section I of Article V of the Plan shall not apply.}

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall be exercised by giving written notice to the Company. Such written notice shall: (i) be signed by the person exercising the Option, (ii) state the number of Shares with respect to which the Option is being exercised, (iii) contain the warranty required by Paragraph M of this Article VII, if applicable, and (iv) specify a date (other than a Saturday, Sunday or legal holiday) not more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for fully paid nonassessable Shares or undertake to deliver an appropriate certificate or certificates within a reasonable period of time. In the event of any failure to pay for the number of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate with respect to such number of Shares, but shall continue with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act of 2002 or the requirements of any applicable securities laws2002, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, already owned for at least six (6) months by the Participant and which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Companyprice; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called “"cashless” " exercise); or (v) by any combination of the foregoing. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant to the Company’s transfer agent with respect to disposition of the balance of the shares covered thereby.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised in whole or in part (to the extent that it is exerciseable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) shall contain the warranty required by Paragraph M of this Article VIIwarranty, if applicableany, required under the Plan and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company in order to comply with if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: A. in cash, by certified check or bank check, or by wire transfer; or B. in whole shares of the Company's common stock, provided, however, that if such shares were acquired pursuant to pay for an incentive stock option plan (as defined in Code Section 422) of the number Company or Affiliate, then the applicable holding period requirements of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate said Section 422 have been met with respect to such number shares, and, provided further, that if the Optionee is subject to the reporting requirements of SharesSection 16 of the Securities Exchange Act of 1934, but as amended from time to time, then, if (i) such shares were granted pursuant to an option, then such option must have been granted at least six (6) months prior to the exercise of the Option hereunder, and (ii) such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Optionee for more than six (6) months prior to the exercise of the Option hereunder; or C. in any combination of (a) or (b) above. The fair market value of the stock to be applied toward the purchase price shall continue be determined as of the date of exercise of the Option in a manner consistent with the determination of fair market value with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act grant of 2002 or the requirements of any applicable securities laws, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of under the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingPlan. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised exercisable in whole or in part (to the extent that it is exercisable in accordance with its terms) by the giving written notice to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) shall contain the warranty required by Paragraph M of this Article VIIwarranty, if applicableany, required under the Plan and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company in order on one occasion for up to comply with 30 days if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), ) the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Optionee either: (a) in cash, by certified check or bank check, or by wire transfer; or (b) in whole shares of the Company's common stock; or (c) any combination of (a) or (b) above. The fair market value of the stock to pay for be applied toward the number purchase price shall be determined as of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to of exercise of the Option shall terminate in a manner consistent with respect to such number the determination of Shares, but shall continue fair market value with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act grant of 2002 or the requirements of any applicable securities laws, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of under the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingPlan. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option. The provision in the last sentence of Section I of Article V of the Plan shall not apply.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised in whole or in part (to the extent that it is exerciseable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) shall contain the warranty required by Paragraph M of this Article VIIwarranty, if applicableany, required under the Plan and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company in order to comply with if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (a) in cash, by certified check or bank check, or by wire transfer; or (b) in whole shares of the Company's common stock, provided, however, that if such shares were acquired pursuant to pay for an incentive stock option plan (as defined in Code Section 422) of the number Company or Affiliate, then the applicable holding period requirements of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate said Section 422 have been met with respect to such number shares, and, provided further, that if the Optionee is subject to the reporting requirements of SharesSection 16 of the Securities Exchange Act of 1934, but as amended from time to time, then, if (i) such shares were granted pursuant to an option, then such option must have been granted at least six (6) months prior to the exercise of the Option hereunder, and (ii) such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Optionee for more than six (6) months prior to the exercise of the Option hereunder; or (c) in any combination of (a) or (b) above. The fair market value of the stock to be applied toward the purchase price shall continue be determined as of the date of exercise of the Option in a manner consistent with the determination of fair market value with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Act grant of 2002 or the requirements of any applicable securities laws, payment in full or in part also may be made (i) by delivering Shares, or by attestation of Shares, which have a total Fair Market Value on the date of such delivery equal to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of under the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingPlan. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised in whole or in part (to the extent that it is exerciseable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) contain the warranty required by Paragraph M of this Article VII, if applicable, and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company in order to comply with if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (a) in cash, by certified check or bank check, or by wire transfer; or (b) in whole shares of the Company's common stock, provided, however, that if such shares were acquired pursuant to pay for an incentive stock option plan (as defined in Code Section 422) of the number Company or Affiliate, then the applicable holding period requirements of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate said Section 422 have been met with respect to such number of Sharesshares, but shall continue with respect and, provided further, that if the Optionee is subject to the remaining Shares covered by reporting requirements of Section 16 of the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 or the requirements of any applicable securities laws1934, payment in full or in part also may be made as amended from time to time, then, if (i) by delivering Sharessuch shares were granted pursuant to an option, or by attestation of Shares, which then such option must have a total Fair Market Value on the date of such delivery equal been granted at least six (6) months prior to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on hereunder, and (ii) such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Optionee for more than six (6) months prior to the exercise of the Option hereunder; or (c) in any combination of (a) or (b) above. The fair market value of the stock to be applied toward the purchase price shall be determined as of the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingOption. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby.. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised in whole or in part (to the extent that it is exerciseable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) contain the warranty required by Paragraph M of this Article VII, if applicable, and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company in order to comply with if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (a) in cash, by certified check or bank check, or by wire transfer; or (b) in whole shares of the Company's common stock, provided, however, that if such shares were acquired pursuant to pay for an incentive stock option plan (as defined in Code Section 422) of the number Company or Affiliate, then the applicable holding period requirements of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate said Section 422 have been met with respect to such number of Sharesshares, but shall continue with respect and, provided further, that if the Optionee is subject to the remaining Shares covered by reporting requirements of Section 16 of the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 or the requirements of any applicable securities laws1934, payment in full or in part also may be made as amended from time to time, then, if (i) by delivering Sharessuch shares were granted pursuant to an option, or by attestation of Shares, which then such option must have a total Fair Market Value on the date of such delivery equal been granted at least six (6) months prior to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on hereunder, and (ii) such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Optionee for more than six (6) months prior to the exercise of the Option hereunder; or (c) in any combination of (a) or (b) above. The fair market value of the stock to be applied toward the purchase price shall be determined as of the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingOption. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.

EXERCISE OF OPTION AND ISSUANCE OF STOCK. Options shall The Option may be exercised in whole or in part (to the extent that it is exerciseable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall: (i) shall be signed by the person exercising the Option, (ii) shall state the number of Shares with respect to which the Option is being exercised, (iii) contain the warranty required by Paragraph M of this Article VII, if applicable, and (iv) shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place , at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company in order to comply with if any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee, and shall deliver to the person or persons exercising the Option in exchange therefor Optionee an appropriate certificate or certificates for fully paid nonassessable the Shares or undertake as to deliver an appropriate certificate or certificates within a reasonable period of timewhich the Option was exercised. In the event The Option price of any failure Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: A. in cash, by certified check or bank check, or by wire transfer; or B. in whole shares of the Company's common stock, provided, however, that if such shares were acquired pursuant to pay for an incentive stock option plan (as defined in Code Section 422) of the number Company or Affiliate, then the applicable holding period requirements of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate said Section 422 have been met with respect to such number of Sharesshares, but shall continue with respect and, provided further, that if the Optionee is subject to the remaining Shares covered by reporting requirements of Section 16 of the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, and subject to compliance with the Xxxxxxxx-Xxxxx Securities Exchange Act of 2002 or the requirements of any applicable securities laws1934, payment in full or in part also may be made as amended from time to time, then, if (i) by delivering Sharessuch shares were granted pursuant to an option, or by attestation of Shares, which then such option must have a total Fair Market Value on the date of such delivery equal been granted at least six (6) months prior to the Option price and provided that accepting such Shares, in the sole discretion of the Committee, shall not result in any adverse accounting consequences to the Company; (ii) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (iii) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on hereunder, and (ii) such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Optionee for more than six (6) months prior to the exercise of the Option hereunder; or C. in any combination of (a) or (b) above. The fair market value of the stock to be applied toward the purchase price shall be determined as of the date of delivery equal to the Option price; (iv) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called “cashless” exercise); or (v) by any combination of the foregoingOption. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Participant Optionee to the Company’s 's transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.