Common use of Exercise of Option Clause in Contracts

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock Option Shares being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) An Option may be exercised by giving written notice provided of exercise to the Company as set forth specifying the number of shares to be purchased. Such notice must be signed and dated and be accompanied by payment in Section 5. The payment full of the Exercise Price for exercise price. If a person other than you exercises the Common Stock being purchased pursuant to the Option Option, such person shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment submit proof satisfactory to the Company of the proceeds right of a sale or loan with respect such person to some or all exercise the Option. (b) To exercise the Option, you must use one of the shares being acquired upon payment methods specified below at the date of exercise. Payment of the full exercise price must be accompanied by payment, if you are subject to taxes in the USA, of the applicable income tax and social security payments, and, if you are subject to taxes in the United Kingdom, by both primary (employee's) and secondary (employer's) Class 1 National Insurance Contributions ("NIC's"), together with any other taxes to which you may be subjected arising on the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawlaw (the "Tax Indemnity"). Unless otherwise agreed to by the Committee, payment of the option price and payment in respect of the Tax Indemnity must be made by (i) cashier's check or wire transfer to the Company’s bank account, (ii) by shares of Common Stock already owned by you (provided, that for any such shares that you acquired pursuant to an option issued to you by the Company, you have held such shares for at least six months), or (fiii) by any combination thereof. Such notice shall be accompanied by cash or a cashless exercise transaction whereby you simultaneously exercise an Option, sell the shares of the Common Stock thereby acquired, and use the proceeds from such sale for payment of the exercise price; provided, however, that with the prior approval of the Committee, payment of such option price and/or Tax Indemnity may instead be made, in whole or in part, by the full delivery to the Company of a promissory note in a form and amount satisfactory to the Committee, provided that the principal amount of all federal and state withholding or other employment taxes applicable to such note shall not exceed the taxable income excess of such Optionee resulting from such exercise (or instructions to satisfy such withholding aggregate option price and Tax Indemnity obligation by withholding Option Shares in accordance with Section 8). Notwithstanding over the foregoing, if the Exercise Price aggregate par value of the outstanding portion of the purchased Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Shares. The Option shall be automatically deemed to be exercised in upon receipt by the Company of both the required written notice and full pursuant to clause payment of the exercise price and any other amounts required above. (dc) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting Subject to the ownership other applicable provisions of Common Stock of this Agreement and the requisite valuePlan, in which case the Company shall issue a certificate or otherwise deliver to certificates representing the Optionee upon such exercise a number of Option Shares equal to which the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to person exercising the Option for which is entitled as soon as practicable after the date of exercise. Unless the person exercising the Option otherwise directs the Company in writing, the certificate or certificates will be registered in your name. (or portion thereofd) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to in this Option Agreement, if the no shares of stock purchased upon exercise of the Option Option, and no certificate representing such shares, shall be issued or the issuance of delivered if (a) such shares have not been admitted to listing upon official notice of issuance on each stock exchange, if any, upon which shares of that class are then listed, or (b) in the opinion of counsel to the Company, such issuance or delivery would constitute (i) cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any other requirement of law or any requirement of any stock exchange regulations or listing agreement to which the Company is a violation by party, or of any administrative or regulatory body having jurisdiction over the Optionee Company or (ii) require registration (apart from any registrations as have been theretofore completed by the Company of covering such shares) under any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatfederal, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tostate, or for sale in connection with, the distribution of such shares other securities or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionsimilar law.

Exercise of Option. (a) Subject to the limitations other terms of this Agreement regarding the exercisability of the Option, provided that Holder is employed by a Participating Company on the relevant Exercise Date set forth herein and in below, the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment respect of the number of shares (the “Option Portion”) listed in column A from and after the Exercise Price for Date listed in column B, 20% of the Common Stock being purchased pursuant number of shares subject to the Option shall be made (a) in cash, by check or cash equivalent, After the first anniversary of the Grant Date 20% of the number of shares subject to the Option After the second anniversary of the Grant Date 20% of the number of shares subject to the Option After the third anniversary of the Grant Date 20% of the number of shares subject to the Option After the fourth anniversary of the Grant Date 20% of the number of shares subject to the Option After the fifth anniversary of the Grant Date (b) by tender This Option may be exercised, to the Companyextent exercisable by its terms, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal in whole or in part at any time prior to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination expiration thereof. Such notice Any exercise shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable a written notice to the taxable income Company specifying the number of such Optionee resulting from such shares as to which this Option is being exercised (the “Option Shares”). Notations of any partial exercise or installment exercise, shall be made by the Company on Schedule A hereto. (or instructions c) Notwithstanding anything else herein to satisfy such withholding obligation by withholding the contrary, this Option Shares in accordance with Section 8). Notwithstanding shall expire on the foregoing, if the Exercise Price tenth anniversary of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause Grant Date. (d) above immediately prior The Holder hereby agrees to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case notify the Company shall issue or otherwise deliver to in writing in the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number event shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares acquired pursuant to this Option Agreement, if the exercise of this Option are transferred, other than by will or by the Option laws of descent and distribution, within two years after the Grant Date or within one year after the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercise.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock Option Shares being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (fe) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to the limitations set forth herein and The Option granted in the Plan, this Option paragraph 2 above may be exercised by notice provided to the Company as set forth in Section 5. follows: (a) The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to exercisable at any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated time and from time to time during the Option Period. The Option shall terminate on the expiration of the Option Period, if not earlier terminated; provided that, in the event of the Optionee's Retirement, the Committee in its sole and absolute discretion may accelerate the Exercise Date, which acceleration may, in the sole discretion of the Committee, be subject to further terms and conditions mandated by the Board Committee. (b) No less than 100 shares of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Common Stock may be purchased on any Exercise Price multiplied by Date unless the number of Options exercised divided by shares purchased at such time is the Fair Market Value at the time total number of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock shares in the full amount respect of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of which the Option is less than then exercisable. (c) If at any time and for any reason the Option covers a fraction of a share, then, upon exercise of the Option, the Optionee shall receive the Fair Market Value of a such fractional share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the cash. (d) The Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If by the Optionee desires in accordance with the terms and conditions of Section 5(c) of the Plan. (e) As soon as administratively practicable following the Exercise Date, subject to pay the purchase price for receipt of payment of the Total Option Price and of any payment in cash of federal, state or local income tax withholding or other employment tax that may be due upon the issuance of the Option Shares as determined and computed by tendering Common Stock using the method of attestationCompany pursuant to paragraph 6 below, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise to the Optionee the number of shares with respect to which such Option shall be so exercised and shall deliver to the Optionee upon such exercise a number certificate or certificates therefor. (f) The Option is not transferable by the Optionee otherwise than (i) by will or the laws of Option Shares equal descent and distribution; (ii) pursuant to a domestic relations order as defined in the result obtained Code; or (iii) by dividing (a) transfer without consideration to a Permitted Transferee, with the excess consent of the aggregate Fair Market Value of the total number shares of Common Stock and subject to the rules, terms and conditions imposed by the Committee and provided that the Committee is notified in advance in writing of any proposed transfer to a Permitted Transferee and the Committee determines that the proposed transfer complies with the requirements of the Plan and this Nonstatutory Stock Option for which the Option (Agreement. No assignment or portion thereof) is being exercised over the purchase price payable in respect transfer of such exercise by (b) the Fair Market Value per share of Common Stock subject to the this Option, and or of the Optionee may retain rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, except as described above, shall vest in the shares of Common Stock the ownership of which is attested. Notwithstanding anything assignee or transferee any interest or right herein whatsoever; but immediately upon any attempt to the contrary contained assign or transfer this Option, except as expressly permitted herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, same shall terminate and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option no force or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioneffect.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised by notice provided during the Option Period (as defined in Section 1.4) only to the Company as set forth in Section 5. The payment extent of the Exercise Price for the Common Stock being purchased number of Option Shares that are then vested ("Vested Shares") as determined pursuant to the Option shall be made (a) in cash, by check or cash equivalent, vesting schedule attached hereto as Schedule I. (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan The Option may be exercised with respect to some all or all any portion of the shares being acquired Vested Shares at any time during the Option Period by the delivery to the Corporation, at its principal place of business, of (i) a written notice of exercise, in substantially the form attached hereto as Exhibit A (or as otherwise permitted by the Committee), which shall be delivered to the Corporation no earlier than thirty (30) days and no later than ten (10) days (or such lesser number of days as permitted by the Committee) prior to the date upon the which Optionee desires to exercise all or any portion of the Option (including, without limitation, through an exercise complying with the provisions "Exercise Date"); (ii) a certified check payable to the Corporation in the amount of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided ------------- Option Shares being purchased (the "Purchase Price") or, at the discretion of the Committee, by the delivery of a number of shares of Stock having a Fair Market Value as of the Exercise Date at the time of exercise, rounded up least equal to the nearest whole share, Purchase Price; and (eiii) by such other consideration as may be approved by the Board from time to time a certified check payable to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock Corporation in the full amount of all federal and withholding tax obligations (whether federal, state withholding or other employment taxes applicable to local), imposed on the taxable income Corporation by reason of the exercise of the Option, or the Withholding Election described in Section 1.2(c). Upon acceptance of such notice, receipt of payment in full, and receipt of payment of all withholding tax obligations, the Corporation shall cause a certificate representing the shares of Stock purchased to be issued and delivered to Optionee. (c) In lieu of paying the withholding tax obligation in cash, as described in Section 1.2(b)(iii), Optionee resulting from such may elect to have the actual number of shares issuable upon exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than reduced by the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a smallest number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number whole shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise which, when multiplied by (b) the Fair Market Value per share of Common the Stock subject as of the Exercise Date, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Corporation by reason of the exercise hereof (the "Withholding Election"). The Withholding Election must be made by executing and delivering to the OptionCorporation a properly completed Notice of Withholding Election, and in substantially the Optionee may retain the shares form of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option Exhibit B attached hereto (or the issuance of such shares would constitute a violation as otherwise permitted by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionCommittee).

Exercise of Option. (a) Subject to the limitations terms of the Plan and this Agreement, the Option shall vest and become exercisable on the date or dates, and subject to such conditions, as are set forth herein on Schedule A. (b) To the extent that the Option is exercisable but is not exercised, the Option shall accumulate and be exercisable by the Participant in whole or in part at any time prior to expiration of the PlanOption, this Option may be exercised by notice provided subject to the Company terms of the Plan and this Agreement. The Participant expressly acknowledges that the Option shall vest and be exercisable only upon such terms and conditions as are provided in this Agreement (including the terms set forth in Section 5Schedule A) and the Plan. The Upon the exercise of the Option in whole or in part, payment of the Exercise Price in accordance with the provisions of the Plan and this Agreement and satisfaction of such other conditions as may be established by the Administrator, the Company shall, as soon thereafter as practicable, deliver to the Participant a certificate or certificates (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Law) for the Common Stock being purchased pursuant Shares purchased. Payment of the Exercise Price may be made in the form of cash or cash equivalent; and, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may be established by the Option shall Administrator), payment may also be made (a) in cash, by check or cash equivalent, (bi) by tender to the Company, delivery (by either actual delivery or attestation to the ownership, attestation) of shares of Common Stock owned by the Optionee having a Fair Market Value (Participant for such time period, if any, as may be determined by the Company without regard to any restrictions on transferability applicable to such Administrator; (ii) by shares of Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companywithheld upon exercise; (iii) not less than the Exercise Price, (c) by delivery of so long as a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Public Market Value exists at the time of exerciseexercise of the Option, rounded up by delivery of written notice of exercise to the nearest whole share, Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Exercise Price; (eiv) by such other consideration payment methods as may be approved by the Board from time to time to the extent permitted by applicable law, or Administrator and which are acceptable under Applicable Law; and/or (fv) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock foregoing methods. Shares delivered or withheld in payment on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or shall be valued at their Fair Market Value on the issuance date of such shares would constitute a violation exercise, as determined by the Optionee Administrator or by its designee in accordance with the Company terms of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionPlan.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this The Option may be exercised for all, or from time to time any part, of the Option Shares for which it is then exercisable. The exercise date shall be the date the Company receives a written notice of exercise signed by notice provided the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by (a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company as set forth in Section 5. The payment (which, at the discretion of the Exercise Company, shall include a broker assisted exercise arrangement), of the Option Price for the Common Stock Option Shares for which the Option is being purchased pursuant exercised and (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). The purchase price for the Shares as to which the Option is exercised shall be made paid to the Company in full at the time of exercise at the election of the Option Holder (ai) in cash, by check or cash equivalent, (bii) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee in Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as determined may be imposed by the Company without regard to any restrictions on transferability applicable to Committee; provided, that, such Common Stock Shares have been held by reason of federal or state securities laws or agreements with an underwriter the Option Holder for the Company) not no less than the Exercise Pricesix months, (ciii) by partly in cash and partly in such Shares, or (iv) through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to deliver promptly to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares amount equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up Shares being purchased. Anything to the nearest whole sharecontrary herein notwithstanding, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, hereunder if the exercise issuance of the Option or Shares would violate the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatapplicable law, unless in which event the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933Company shall, as amendedsoon as practicable, take whatever action it reasonably can so that the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified Option Shares may be issued without resulting in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period violations of time necessary to take such actionlaw.

Exercise of Option. (a) Subject to Section 2, the limitations set forth herein and in Vested Portion of the Plan, this Option may be exercised by notice provided delivering to the Company as set forth at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised (the “Purchased Shares”) and shall be accompanied by payment in Section 5. The payment full of the Exercise Option Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, cash or by check or cash equivalentwire transfer; provided, however, that payment of such aggregate Option Price may instead be made, in whole or in part, by one or more of the following: (bi) provided that the Company is not then contractually prohibited from permitting exercise in this fashion, the delivery to the Company of a certificate or certificates representing Shares, duly endorsed or accompanied by tender a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such Shares to be valued at their aggregate Fair Market Value on the date of such exercise), provided that if a certificate or certificates representing Shares in excess of the amount required are delivered, a certificate (or other satisfactory evidence of ownership) representing the excess number of Shares shall promptly be returned by the Company, or attestation (ii) a reduction in the number of Purchased Shares to the ownership, of Common Stock owned by the Optionee be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Shares, provided that the Company is not then contractually prohibited from permitting exercise in this fashion, or (as determined iii) other cashless exercise procedures approved by the Company without regard Committee. The Participant shall not have any rights to any restrictions on transferability applicable to such Common Stock by reason of federal dividends or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery other rights of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan stockholder with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option until the Participant has given written notice of exercise of the Option, paid the Option Price in full for such Shares and, if applicable, has satisfied any other conditions pursuant to the Plan or this Agreement (including provisions for the payment of applicable withholding taxes, which provisions may be made in any of the ways in which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee Price may retain the shares of Common Stock the ownership of which is attestedbe paid). Notwithstanding anything to the contrary contained hereinin this Agreement or the Plan, for purposes of this Section 5(a), the Optionee agrees that he will Fair Market Value of a Share shall, to the extent necessary to avoid incurring “additional tax,” interest or penalties under Section 409A of the Code, not exercise be treated as greater than the “fair market value” of a Share determined consistently with Section 409A of the Code and the regulations and guidance promulgated thereunder. (b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option granted pursuant hereto, and the Company will may not be obligated exercised prior to issue the completion of any Option Shares pursuant to this Option Agreement, if the exercise registration or qualification of the Option or the issuance of such shares would constitute a violation by the Optionee Shares under applicable state and Federal securities or by the Company of other laws, or under any provision of any law ruling or regulation of any governmental authority body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. (c) The Company shall, upon payment in accordance with Section 5(a) above of the Option Price for Purchased Shares, deliver such Shares as soon as reasonably practicable to the Participant and pay all original issue and transfer taxes and all other fees and expenses incident to such delivery. All Shares delivered upon any stock exercise of the Option shall, when delivered, (i) be duly authorized, validly issued, fully paid and nonassessable, (ii) be registered for sale, and for resale, under U.S. state and federal securities laws to the extent that other Shares issued under the Plan are then so registered or qualified and (iii) be listed, or otherwise qualified, for trading on any securities exchange or transaction quotation system. The Optionee agrees thatsecurities market on which other Shares issued under the Plan of the same class are then listed or qualified. (d) In the event of the Participant’s death, unless the options and shares covered Vested Portion of the Option shall remain (or become) exercisable by the Plan Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution, or the person or persons to whom such rights have been registered pursuant passed under Section 9, as the case may be, to the Securities Act extent set forth in Section 3 (and the term “Participant” shall be deemed to include such heir or legatee or permitted transferee). Any such heir or legatee or permitted transferee of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory Participant shall take rights herein granted subject to the Company to the effect that he is acquiring such shares for his own account for investment terms and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionconditions hereof.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this The Option may be exercised for all, or from time to time any part, of the Option Shares for which it is then exercisable. The exercise date shall be the date the Company receives a written notice of exercise signed by notice provided the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by (a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company as set forth in Section 5. The payment (which, at the discretion of the Exercise Company, shall include a broker assisted exercise arrangement), of the Option Price for the Common Stock Option Shares for which the Option is being purchased pursuant exercised and (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Compensation Committee of the Board of Directors of the Company (or if there is no such committee, then the Board of Directors of the Company) (the "Committee") are made). The purchase price for the Shares as to which the Option is exercised shall be made paid to the Company in full at the time of exercise at the election of the Option Holder (ai) in cash, by check or cash equivalent, (bii) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee in Shares having a Fair Market Value (as determined defined below) equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Company without regard to any restrictions on transferability applicable to Committee; provided, that, such Common Stock Shares have been held by reason of federal or state securities laws or agreements with an underwriter the Option Holder for the Company) not no less than the Exercise Pricesix months, (ciii) by partly in cash and partly in such Shares, or (iv) through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to deliver promptly to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares amount equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up Shares being purchased. Anything to the nearest whole sharecontrary herein notwithstanding, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, hereunder if the exercise issuance of the Option or Shares would violate the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatapplicable law, unless in which event the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933Company shall, as amendedsoon as practicable, take whatever action it reasonably can so that the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified Option Shares may be issued without resulting in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period violations of time necessary to take such actionlaw.

Exercise of Option. Subject to The exercise price (the limitations “Exercise Price”) of the Option is set forth herein in the Award Agreement. To the extent not previously exercised (and subject to termination or acceleration as provided in these Standard Terms and Conditions or the Plan, this or as determined or approved by the Administrator), the Option may shall be exercised by notice provided exercisable on and after the date and to the Company extent it becomes vested, as described in the Award Agreement, to purchase up to that number of shares of Common Stock as set forth in Section 5the Award Agreement. To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of Exercise” to the Company specifying the number of whole shares of Common Stock the Optionee wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s names as community property or as joint tenants with right of survivorship). The payment Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for the that number of shares of Common Stock being purchased Stock. The Exercise Price may be paid: A. in cash, B. by payment under an arrangement with a broker where payment is made pursuant to an irrevocable commitment by a broker to deliver all or part of the proceeds from the sale of the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender shares to the Company, , C. by tendering (either physically or attestation to the ownership, by attestation) shares of Common Stock owned by the Optionee having that have a Fair Market Value (as determined by fair market value on the Company without regard to any restrictions on transferability applicable to such Common Stock by reason date of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the total Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up but only if such will not result in an accounting charge to the nearest whole shareCompany, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) or D. by any combination thereofof the foregoing or in such other form(s) of consideration as the Administrator (as defined in the Plan) in its discretion shall specify. Such notice shall Fractional shares may not be accompanied by cash or exercised. Shares of Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)will be issued as soon as practical after exercise. Notwithstanding the foregoingabove, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise not be obligated to deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number any shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and during any period when the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if determines that the exercise exercisability of the Option or the issuance delivery of such shares hereunder would constitute a violation by the Optionee violate any federal, state or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionother applicable laws.

Exercise of Option. Subject to On or after the limitations set forth herein and in the Plan, vesting of any portion of this Option in accordance with Sections 2 or 8 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by notice provided Optionee (or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the Company as set forth in Section 5. The at its principal executive offices: 4.1 A written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); 4.2 A payment of the Exercise Price exercise price for Shares the Common Stock being purchased pursuant Optionee is purchasing, to the Option shall be made extent permitted by law, in one of the following forms: (a) in cash, by A check or cash equivalent, cash; (b) by tender By a “net exercise” arrangement pursuant to which the Company, or attestation to Company will reduce the ownership, number of Common Stock owned Shares issued upon exercise of the Option by the Optionee having largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price. Optionee must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment; (c) By delivery to the Company (either by actual delivery or attestation) of previously owned Shares that are owned free and clear of any liens, claims, encumbrances or security interests. The Fair Market Value of the Shares will be determined as determined of the effective date of the option exercise. The Option may not be exercised by delivery to the Company of previously owned Shares if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s Common Stock; (d) Pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board (“Regulation T”) that, following the exercise of this Option but prior to the issuance of the Shares, results in either the receipt of cash (or check) by the Company without regard or the receipt of irrevocable instructions to any restrictions on transferability applicable pay the aggregate Exercise Price to such Common Stock by reason the Company from the sales proceeds. For avoidance of federal doubt, this manner of payment is also known as a “broker-assisted cashless exercise” in which Optionee exercises his or state securities laws or agreements with an underwriter for her Option to acquire Shares and sell enough of the Company) not less than Shares to cover the aggregate Exercise Price, estimated income taxes, and any applicable fees; or (e) A combination of (a), (b), (c) or (d) above. 4.3 Payment of any and all applicable taxes, including, without limitation, any penalties or interest based upon such tax obligations associated with the exercise of this Option. Optionee may not exercise this Option unless Optionee has made acceptable arrangements to satisfy any withholding or other taxes that may be due as a result of the exercise of this Option or sale of Shares acquired under this Option, including any amount to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by delivery Optionee in connection with the exercise of a properly executed notice together this Option. In accordance with Regulation T, such withholding taxes may be settled by “broker-assisted cashless exercise” which results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to a broker providing for pay such withholding taxes from the assignment sales proceeds. To the extent approved by the Committee in its discretion and with all terms and conditions determined by the Committee, payment of withholding taxes may be made in another form of legal consideration acceptable to the Company Committee and in accordance with the terms of the proceeds Plan. 4.4 Any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of a sale or loan with respect to some or all of the shares being acquired Shares upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors and any subsequent resale of the Federal Reserve System), (dShares) by withholding Option will be in compliance with applicable laws and regulations. The Shares equal to the Exercise Price multiplied by the number issued upon exercise of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant transferred to clause (d) above immediately prior Optionee on the records of the Company or of the transfer agent upon compliance to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method satisfaction of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to with all requirements under applicable laws or regulations in connection with such transfer and with the ownership requirements of Common Stock this Agreement and the Plan. The determination of the requisite value, in which case the Company shall issue or otherwise deliver Committee as to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, compliance shall be postponed for the period of time necessary to take such actionfinal and binding on Optionee.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (fe) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject As noted above, the Plan and the Option must be approved by the shareholders of the Company prior to any exercise of the limitations set forth herein Option. The Option can only be exercised, in whole or in part, as determined by the Board of Directors with written notice to Optionee, from reserved shares of authorized and in unissued Option Shares subsequent to such approval by shareholders of the Plan, this Company. (a) The Option may be exercised by notice provided delivering to the Company Company: (i) a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as set forth in Section 5. The Exhibit A, specifying the number of Option Shares with respect to which the Option is exercised, and the method of payment, and (ii) payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all total purchase price of the shares being acquired upon the exercise of the Option (includingExercise, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawstatutes and regulations: (i) in cash (including check, bank draft or money order); (ii) by such other forms of payment as are acceptable to the Committee in its sole discretion, (iii) whole shares of the Company's Common Stock, (iv) the withholding of shares of Common Stock issuable upon such exercise of the Option; or (fv) by any combination thereofof the foregoing methods of payment. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding Without limiting the foregoing, if the Exercise Price a Optionee elects to have shares of Common Stock issuable upon exercise of an Option withheld to pay all or any part of the outstanding portion amounts payable in connection with such exercise including provision for payment of or provision for payment of any applicable withholding or similar taxes, then the Committee shall have the sole discretion to approve or disapprove such election at the time of any Exercise. (b) Promptly upon receipt of the Notice of Agreement and Exercise and the full payment of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If Price by the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of properly executed certificate or certificates representing the Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionpurchased.

Exercise of Option. Subject Options shall be exercisable, in full or in part, at any time after vesting, until termination; PROVIDED, HOWEVER, that any Optionee who is subject to the limitations set forth herein reporting and liability provisions of Section 16 of the SECURITIES EXCHANGE ACT of 1934 with respect to the Common Stock shall be precluded from selling or transferring any Common Stock or other security underlying an Option during the six (6) months immediately following the grant of that Option. If less than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. No portion of any Option for less than fifty (50) shares (as adjusted pursuant to Section 5.1(m) of the Plan) may be exercised; provided, this that if the vested portion of any Option is less than fifty (50) shares, it may be exercised by notice provided with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the Company as set forth in Section 5extent that an Option covers less than one (1) share, it is unexercisable. The payment Each exercise of the Exercise Price Option shall be by means of delivery of a notice of election to exercise (which may be in the form attached hereto as Exhibit B) to the President of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash by certified check or cashier's check in the amount of the full exercise price for the Common Stock being purchased pursuant to be purchased. In addition to payment in cash by certified check or cashier's check, an Optionee or transferee of an Option may pay for all or any portion of the Option shall be made aggregate exercise price by complying with one or more of the following alternatives: (a) in cashby delivering to the Company shares of Common Stock previously held by such person, by check or cash equivalent, (b) by tender duly endorsed for transfer to the Company, or attestation to by the ownership, Company withholding shares of Common Stock owned by otherwise deliverable pursuant to exercise of the Optionee having Option, which shares of Common Stock received or withheld shall have a Fair Market Value fair market value at the date of exercise (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the CompanyPlan Administrator) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied aggregate purchase price to be paid by the number of Options exercised divided Optionee upon such exercise; or (b) by complying with any other payment mechanism approved by the Fair Market Value Plan Administrator at the time of exercise, rounded up . It is a condition precedent to the nearest whole share, (e) by such other consideration as may be approved by issuance of shares of Common Stock that the Board from time to time Optionee execute and/or deliver to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of Company all federal documents and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares required in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price 5.1 of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionPlan.

Exercise of Option. Subject to Except as provided below, the limitations set forth herein and in Vested Portion of the Plan, this Option shall remain exercisable until the Expiration Date. (a) The Vested Portion of an Option may be exercised by notice provided delivering to the Company as set forth at its principal office written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in Section 5. The electronic form) by the person exercising the Option and shall make provision for the payment of the Exercise Option Price. Payment of the aggregate Option Price for shall be paid to the Common Stock being purchased Company, at the election of the Committee, pursuant to one or more of the Option shall be made following methods: (aA) in cash, by check or cash its equivalent, ; (bB) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee transferring Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other requirements as determined may be imposed by the Company without regard Committee; provided that such Shares have been held by the Optionee for no less than six (6) months (or such other period as established from time to any restrictions on transferability applicable time by the Committee or generally accepted accounting principles); (C) partly in cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such Common Stock rules as may be established by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise PriceCommittee, (c) by through delivery of a properly executed notice together with irrevocable instructions to a broker providing for to sell the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired Shares otherwise deliverable upon the exercise of the Option (including, without limitation, through and to deliver promptly to the Company an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares amount equal to the Exercise Price multiplied by the number aggregate Option Price. No Optionee shall have any rights to dividends or other rights of Options exercised divided by the Fair Market Value at the time of exercise, rounded up a stockholder with respect to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which until the Option (or portion thereof) is being exercised over issuance of the purchase price payable in respect of such exercise by Shares. (b) the Fair Market Value per share Notwithstanding any other provision of Common Stock subject this Agreement to the Optioncontrary, and absent an available exemption to registration or qualification, the Optionee Option may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything not be exercised prior to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue completion of any Option Shares pursuant to this Option Agreement, if the exercise registration or qualification of the Option or the issuance of such shares would constitute a violation by the Optionee Shares under applicable state and federal securities or by the Company of other laws, or under any provision of any law ruling or regulation of any governmental authority body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (i) Upon the Company’s determination that the Option has been validly exercised as to any stock exchange or transaction quotation system. The Optionee agrees that, unless of the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedShares, the Company mayshall issue certificates in the Optionee’s name for such Shares. However, at its election, require the Company shall not be liable to the Optionee for damages relating to give a representation any delays in writing in form and substance satisfactory issuing the certificates to the Company Optionee, any loss by the Optionee of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (ii) In the event of the Optionee’s death, the Vested Portion of an Option shall remain vested and exercisable by the Optionee’s executor or administrator, or the person or persons to whom the Optionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the effect that he is acquiring such shares for his own account for investment and not with a view to, extent set forth in Section 4(a) of this Agreement. Any heir or for sale in connection with, legatee of the distribution of such shares or any part thereof. If any law or regulation requires the Company to Optionee shall take any action with respect rights herein granted subject to the shares specified in such noticeterms and conditions hereof. (c) Notwithstanding any other provision of this Agreement to the contrary, Optionee’s right to exercise the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, Option shall be postponed for not occur unless and until the period receipt of time necessary to take such actionapproval of the Option by the stockholders of the Company.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (fe) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee Participant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding For the foregoingpurpose of determining the amount, if the Exercise Price any, of the outstanding portion of the Option is less than the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationdate of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to The exercise price (the limitations “Exercise Price”) of the Option is set forth herein in the Award Agreement. To the extent not previously exercised (and subject to termination or acceleration as provided in these Standard Terms and Conditions or the Plan, this or as determined or approved by the Administrator), the Option may shall be exercised by notice provided exercisable on and after the date and to the Company extent it becomes vested, as described in the Award Agreement, to purchase up to that number of shares of Common Stock as set forth in Section 5the Award Agreement. To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of Exercise” to the Company specifying the number of whole shares of Common Stock the Optionee wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s names as community property or as joint tenants with right of survivorship). The payment Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for the that number of shares of Common Stock being purchased Stock. The Exercise Price may be paid: A. in cash, B. by payment under an arrangement with a broker where payment is made pursuant to an irrevocable commitment by a broker to deliver all or part of the proceeds from the sale of the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender shares to the Company, , C. by tendering (either physically or attestation to the ownership, by attestation) shares of Common Stock owned by the Optionee and having a Fair Market Value (as determined by fair market value on the Company without regard to any restrictions on transferability applicable to such Common Stock by reason date of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up but only if such will not result in an accounting charge to the nearest whole shareCompany, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) or D. by any combination thereofof the foregoing or in such other form(s) of consideration as the Administrator (as defined in the Plan) in its discretion shall specify. Such notice shall Fractional shares may not be accompanied by cash or exercised. Shares of Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)will be issued as soon as practical after exercise. Notwithstanding the foregoingabove, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise not be obligated to deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number any shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and during any period when the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if determines that the exercise exercisability of the Option or the issuance delivery of such shares hereunder would constitute a violation by the Optionee violate any federal, state or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionother applicable laws.

Exercise of Option. (a) Subject to the limitations set forth herein other terms and in provisions of this Agreement and the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, exercisable by check or cash equivalent, (b) by tender written notice timely given to the CompanyCompany by the Optionee (the "Exercise Notice"), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in full of the Option Price for each of such Shares. Unless the Company and Optionee shall have made mutually acceptable alternative arrangements, payment of the Option Price shall be made in cash or attestation to the ownershipby surrender of previously acquired nonforfeitable, of Common Stock unrestricted Shares owned by the Optionee (the "Payment Shares") having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the aggregate Fair Market Value at the time of exercise, rounded up exercise equal to the nearest whole shareOption Price. (b) Payment of the total Option Price may also be made, (e) in the discretion of the Committee, by such other consideration as may be approved by the Board from time to time delivery to the extent permitted by applicable law, Company or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount its designated agent of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such an executed irrevocable option exercise (or form together with irrevocable instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding a broker-dealer to sell or margin a sufficient portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant Shares with respect to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (is exercised and deliver the sale or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory margin loan proceeds directly to the Company to pay the effect that he is acquiring such shares for his own account for investment Option Price and not with any required federal, state and local taxes. (c) The Committee, in its sole and absolute discretion, may approve the extension of a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires loan to Optionee by the Company to take assist Optionee in paying the exercise price of an Option and/or any action tax required by law to be withheld upon exercise of the Option; provided, however, that Optionee shall be required to pay in cash the par value of Common Stock received upon exercise of the Option. Any loan approved by the Committee shall be made upon such terms and conditions (including interest rate, security and terms of repayment) as may be determined by the Committee in its discretion. (d) Unless the Company and Optionee shall make mutually acceptable alternative arrangements, at the time of exercise of the Option, Optionee shall pay to the Company any federal, state and local taxes required by law to be paid or withheld in connection with such exercise. The Company may require Optionee to pay to the Company such taxes prior to and as a condition of the issuance or delivery of the Shares and the Company or a Subsidiary shall be entitled to deduct from any other compensation payable to the Participant any tax withholding obligations with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionOption.

Exercise of Option. Subject to the limitations set forth provisions provided herein and or in the Agreement made pursuant to the Plan, this and subject to any other procedural requirements as may be established by the Company subsequent to the date of the Agreement made pursuant to the Plan: (a) The Option may be exercised by notice provided with respect to the Company as set forth in Section 5. The payment all or any portion of the Exercise Price for the Common Stock being purchased pursuant to Option Shares at any time during the Option shall be made (a) in cash, Period by check or cash equivalent, (b) by tender the delivery to the Company, or attestation at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the ownership, Company or its designee no earlier than thirty (30) days prior to the date upon which Grantee desires to exercise all or any portion of Common Stock owned by the Optionee having a Fair Market Value Option; and (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyii) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment payment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by Option Shares being purchased (the Fair Market Value at “Purchase Price”) in the time of exercisemanner provided in Subsection (b); and, rounded up to the nearest whole shareif applicable, (eiii) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawpayment, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing5, if the Exercise Price of the outstanding portion withholding liability arising from the exercise. Upon acceptance of such notice and receipt of payment in full of the Purchase Price and any applicable withholding liability, the Company shall cause to be issued a certificate representing the Option is less than Shares purchased. (b) The Purchase Price shall be paid in full upon the Fair Market Value exercise of an Option and no Option Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made in one of the following manners: (i) by cash or check acceptable to the Company; (ii) by delivery to the Company of a share number of shares of Common Stock on which have been owned by the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause holder for at least six (d6) above immediately months prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method date of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the having an aggregate Fair Market Value of not less than the total product of the Exercise Price multiplied by the number of shares of Common Stock subject the Grantee intends to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if upon the exercise of the Option on the date of delivery; (iii) by receipt of the purchase price in cash from a proper broker, dealer or the issuance other creditor following delivery of such shares would constitute a violation instructions by the Optionee or by Grantee to the Secretary of the Company or his designee regarding delivery to such broker, dealer or other creditor of any provision that number of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action Option Shares with respect to which the shares specified in such notice, the time for delivery Option is exercised; or (iv) any combination thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject (a) The Grantee may exercise the Option with respect to all or any part of the number of Option Shares then exercisable hereunder by giving written notice of election to the limitations set forth herein and Company at Xxx Xxxxx Xxxx, Xxxxxx, XX 00000, Attention: Corporate Secretary. Such notice shall specify the number of Option Shares as to which the Option is to be exercised. (b) At the time the Option is exercised, the Grantee shall make full payment for the Option Shares purchased, in cash or by certified or bank check or, to the extent permitted by the Board of Directors (the "Board") or any committee appointed by the Board to administer the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment delivery of the Exercise Price for the shares of Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to of the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a valued at their Fair Market Value (as determined defined under the Plan) on the date of delivery, or pursuant to a cashless exercise program adopted by the Company. The Grantee shall pay to the Company or make provision satisfactory to the Company for the payment of any taxes required by law to be withheld by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason at the time of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with or the provisions of Regulation T as promulgated from time to time by the Board of Governors sale of the Federal Reserve System), (d) by withholding Option Shares equal acquired upon such exercise. (c) In the event exercise of the Option otherwise would require the Company to issue a fractional share of Common Stock of the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exerciseCompany, rounded up to the nearest whole shareexcept as otherwise provided below, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice fraction shall be accompanied by cash or Common Stock disregarded and the purchase price payable in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from connection with such exercise (or instructions shall be appropriately reduced. Any such fractional share shall be carried forward and added to satisfy such withholding obligation any shares covered by withholding Option Shares in accordance with Section 8)future exercise(s) of the Option. Notwithstanding the foregoing, if the Exercise Price Grantee (or any of the outstanding portion individuals named in Section 5(a) above in the event of the Grantee's death) is exercising the Option in full (including with respect to any fractional share) in connection with the cessation of the Grantee's employment or consulting relationship with the CMER Companies pursuant to Sections 5(a) or 5(b) above, then, in lieu of any fractional share that otherwise would be issuable to the Grantee, the Company shall deliver to the Grantee upon exercise of the Option is less than a check representing the fraction multiplied by the Fair Market Value of a one share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause Stock. (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will shall not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute exercisable unless either (a) a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to registration statement under the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified offer and sale of the Option Shares by the Company shall have become, and continues to be, effective, or (b) the Company determines in such noticeits sole discretion that an exemption from registration under said Act is available with respect to the offer and sale of the Option Shares by the Company. If deemed necessary by the Company, the time for delivery thereof, which would otherwise certificate representing the Option Shares may be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionendorsed with a restrictive legend.

Exercise of Option. Subject to The vested portion of the limitations set forth herein and in the Plan, this Option may be exercised in whole or in part by delivery of an exercise notice provided in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option and set forth the number of Shares with respect to which the Option is being exercised. The Exercise Notice shall be accompanied by payment of an amount equal to the Company aggregate Option Price as set forth in Section 5to all exercised Shares. The payment Payment of such amount shall be by any of the Exercise Price for following methods, or combination thereof, at the Common Stock being purchased pursuant to election of the Option shall be made Optionee: (a) in cash, by check cash or cash its equivalent, ; (b) by tender to the Company, tendering (either by actual delivery or attestation to the ownership, of Common Stock owned by the Optionee attestation) previously acquired Shares having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the aggregate Fair Market Value at the time of exercise, rounded up exercise equal to the nearest whole shareOption Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Optionee for at least six (e6) by months and a day, or such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoingperiod, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a)any, then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adoptpermit, do so prior to their tender if acquired under the Plan or any other compensation plan maintained by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to on the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing open market); (ac) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option Shares are Publicly Traded at such time, by a cashless (broker-assisted) exercise; or the issuance of such shares would constitute a violation (d) any other method approved or accepted by the Optionee or Committee in its sole discretion. The Option shall be deemed to be exercised upon receipt by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered such fully executed Exercise Notice accompanied by the Plan have been registered pursuant to the Securities Act of 1933, as amendedaggregate Option Price. In connection with such exercise, the Company shall have the right to require that the Optionee make such provision, or furnish the Company such authorization, as may be necessary or desirable so that the Company may satisfy its obligation under applicable income tax laws to withhold for income or other taxes due upon or incident to such exercise. The Committee may, at in its electiondiscretion, require permit such withholding obligation to be satisfied through the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect withholding of Shares that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for delivered upon exercise of the period of time necessary to take such actionOption.

Exercise of Option. Subject While this Option remains exercisable, the Optionee may exercise a vested portion of the Option by delivering to the limitations set forth herein and Corporation or its designee in the Planform and at the location specified by the Corporation, this Option may be exercised by notice provided stating the Optionee's intent to exercise a specified number of shares subject to the Company Option and payment of the full Exercise Price for the specified number of shares. The payment for the full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the order of the Corporation, (iii) in whole or in part in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value or (iv) if available to the Optionee, by "cashless exercise", by the Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith. Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation. The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full of the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashII above, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire except as provided in Section 3(a)IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, then the Option Corporation shall be automatically exercised issue certificates in full pursuant accordance with the terms of this Agreement, or cause the Corporation's transfer agent to clause (d) above immediately prior to its expiration. If make the Optionee desires to pay the purchase price necessary book entries, for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which exercised portion of the Option (or portion thereof) is being exercised over Option. However, the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject Corporation shall not be liable to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained hereinOptionee, the Optionee agrees that he will not exercise Optionee's personal representative, or the Option granted pursuant heretoOptionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise loss of the Option certificates, or any mistakes or errors in the issuance of such shares would constitute a violation by the Optionee certificates or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tomaking book entries, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject The Optionee, from time to time during the limitations set forth herein and in period when the PlanOption hereby granted may by its terms be exercised, this may exercise the Option may be exercised by notice provided delivering to the Company as set forth in Section 5a written notice signed by the Optionee stating the number of shares that the Optionee has elected to purchase and the manner of payment for such shares. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option notice shall be made accompanied by payment in full by (a) in cashcash or check, by check or cash equivalentor, (b) by tender to the Company, or attestation to the ownership, delivery of shares of Common Stock owned by the Optionee having a Fair Market Value Shares, duly endorsed for transfer (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Priceduly executed stock powers attached), (c) if there shall be a public market for the Common Shares at such time, subject to such rules as may be established by the Committee, through delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company sell a number of the proceeds of a sale or loan with respect to some or all of the shares being acquired Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the exercise price or (includingd) any combination of the foregoing, without limitationfor an amount equal to the purchase price of the shares then to be purchased (including any withholding taxes as determined by the Committee). Common Shares surrendered as payment for shares purchased pursuant to the exercise of this Option will be valued, through an exercise complying for such purposes, at fair market value (as determined by the Committee) on the date of such Option exercise. As soon as practicable after receipt of the foregoing, the Company shall issue the shares in the name of the Optionee and deliver the certificates therefor to the Optionee. Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Shares under this Option is subject to such compliance with Federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities as the Company deems necessary or advisable. The Company shall not be required to sell and deliver stock pursuant hereto unless and until it receives satisfactory proof that the provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder or the provisions of any state law governing the sale of securities, or that there has been compliance with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System)such acts, (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exerciserules, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal regulations and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionlaws.

Exercise of Option. (a) Subject to the limitations provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or any part of the Vested Portion of the Option at any time prior to the tenth anniversary of the Grant Date (the “Expiration Date”); provided that the Option may be exercised with respect to whole Shares only. In no event shall the Option be exercisable on or after the Expiration Date. (b) To the extent set forth herein and in subparagraph (a) above, the Plan, this Option may be exercised by notice provided delivering to the Company as set forth at its principal office, or to such other location designated by the Company, written notice of intent to exercise. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in Section 5full, or adequate provision therefor, of the aggregate Exercise Price Per Share (“Exercise Price”), and any applicable withholding tax and fees. The In accordance with the administrative procedures established by the Company, the payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made as indicated by Optionee on the election form: (ai) in cash, ; (ii) by certified check or cash equivalent, bank draft payable to the order of the Company; (biii) by tender personal check payable to the order of the Company; (iv) by tendering Shares, actually or attestation constructively (and which are not subject to any pledge or other security interest); or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the ownership, Company as of Common Stock owned the date of such tender is at least equal to the Exercise Price. The Optionee may also elect to pay all or any portion of the Exercise Price by the Optionee having Shares with a Fair Market Value (as determined by on the Company without regard to any restrictions on transferability applicable to such Common Stock by reason date of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied withheld by the number of Options exercised divided Company or sold by the Fair Market Value at the time of exercise, rounded up a broker-dealer. Subject to the nearest whole sharepreceding sentence, the Optionee may elect to sell all Shares to cover Option costs, taxes, and fees, and any remaining funds will be issued to Optionee. The payment of withholding tax shall be subject to Section 8 of this Agreement. (ec) by such Notwithstanding any other consideration as provision of the Plan or this Agreement to the contrary, no Option may be approved by exercised prior to the completion of any registration or qualification of such Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body or national securities exchange, that the Board from time shall in its sole discretion determine to time to the extent permitted by applicable law, be necessary or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause advisable. (d) above immediately prior to its expiration. If Upon the Optionee desires to pay the purchase price for Company’s determination that the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject has been validly exercised as to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite valueShares, in which case the Company shall issue or otherwise deliver cause to be issued as promptly as practicable certificates in the Optionee’s name for such Shares. However, the Company shall not be liable to the Optionee upon such exercise a number of Option Shares equal for damages relating to any delays in issuing the result obtained by dividing (a) certificates or in the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject to On or after the limitations set forth herein vesting of all or any portion of the Option in accordance with Section 2 hereof and until termination of the Option in accordance with Section3 hereof, the Plan, this Option may be exercised by notice provided Optionee (or such other person specified in Section 5 hereof) to the extend exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement and states the number of Units to be purchased; (b) a check, cash or an combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); Unless Optionee has simultaneously, with such exercise of the Option, also exercised his "put" right set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value13 hereinbelow, in which case no consideration need be paid by Optionee, but the Company exercise price shall issue or otherwise deliver be deducted from the proceeds to be received by the Optionee upon such exercise a number determination of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value through agreement or completion of the total number shares of Common Stock subject appraisal process set forth herein; (c) unless the "put" right has been exercised by Optionee, a written representation and undertaking, if requested by the Company pursuant to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by Section 8 (b) the Fair Market Value per share of Common Stock subject to the Optionhereof, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of in such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such other agreements, representations and undertakings as described in the Plan; and (d) unless the "put right has been exercised by Optionee, such further acts as may be necessary to admit Optionee as a member of the Company, including becoming a party to the Company's Limited Liability Company to the effect that he is acquiring such shares for his own account for investment and not with a view toAgreement, or for sale as then in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioneffect.

Exercise of Option. Subject (a) The exercise price to the limitations set forth herein and in the Plan, this Option may be exercised paid by notice provided to the Company as set forth in Section 5. The payment Licensee upon any exercise of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) $1.00 for each country in cash, the Option Territory covered by check or cash equivalent, such exercise. (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the Each exercise of the Option (includingshall be in writing, without limitation, through an accompanied by payment in full of the applicable exercise complying with price. Licensee shall have the provisions of Regulation T as promulgated right to exercise the Option from time to time during the Option Period, with respect to one or more countries in any single exercise. Licensee shall retain the right to any additional partial exercise during the Option Period, or any exercise of the Option with respect to the remainder of the countries in the Option Territory, for the remaining balance of the Option Period. (c) Following any exercise of the Option, Licensor and Licensee shall use commercially reasonable efforts to obtain (at Licensee’s expense) any consents, authorizations, approvals, permits or licenses and submission of all filings, declarations, registrations or notices as are necessary or advisable under applicable Law, including antitrust Laws (“Option Consents and Filings”). With respect to any exercise of the Option with respect to Germany, the approval of the German Federal Cartel Office or the confirmation by the Board of Governors of German Federal Cartel Office that no filing is required shall be among the Federal Reserve System), Option Consents and Filings. (d) by withholding Option Shares equal Following any exercise of the Option, Licensor shall use commercially reasonable efforts to file (at Licensee’s expense) a trademark registration application with respect to the Exercise Price multiplied by Licensed Marks in each country with respect to which the number of Options exercised divided by the Fair Market Value at the time of exerciseOption is being exercised, rounded up to the nearest whole shareextent not already registered (including at Licensee’s request prior to such time). The procedures for preparing, filing and prosecuting each such trademark registration application shall be those applicable to the registration of Licensed Marks in the Option Territory. Licensor will establish (at Licensee’s expense) an Eligible SPV in (i) the United States, (eii) by such other consideration as may be approved by in the Board from time country with respect to time which the Option has been exercised (to the extent permitted by applicable lawLaw), or (fiii) by any combination thereof. Such notice shall be accompanied by cash or Common Stock the country in which the full amount of all federal and state withholding or other employment taxes applicable Licensed Marks with respect to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of which the Option is less than being exercised are held at the Fair Market Value time of exercise or (iv) such other jurisdiction as Licensor reasonably determines, and shall file such trademark registration application in the name of such Eligible SPV (after effecting any necessary transfers of rights to such Eligible SPV). (e) Following (x) the receipt by Licensor of a share certificate of Common Stock on registration from the day applicable Governmental Authority with respect to each such trademark registration application and (y) the receipt or submission of any Option would otherwise expire Consents and Filings as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestationare necessary or advisable under applicable Law, the Optionee may, subject parties will in good faith prepare and enter into an addendum or joinder agreement to any such this Agreement: (i) reflecting the application of the terms and conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting of this Agreement to the ownership of Common Stock use of the requisite value, Licensed Marks in which case the Company shall issue country or otherwise deliver countries with respect to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in exercised, including with respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, quality control matters and the Optionee may retain the shares representations and warranties of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise each of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action parties with respect to the shares specified Licensed Marks as of the date of the entering into of such addendum or joinder agreement, and the survival of such representations and warranties for a period of two years thereafter; (ii) amending Schedule C to reflect as part of the Territory under this Agreement the addition of such country with respect to which the Option has been exercised; (iii) providing that Fees shall accrue with respect to Covered Revenue Earned from Authorized Brokerage Services in such noticecountry or countries, as provided herein; (iv) containing such other modification to the terms of this Agreement and additional terms and conditions as may be reasonably necessary to comport with the applicable Law of the country or countries with respect to which the Option is being exercised, to permit Licensor and its Affiliates to comply with any remaining contractual obligations of Licensor and the Licensor Affiliates with respect to the Licensed Marks in such country or countries (including any then-existing broker affiliate agreements) and to accomplish the purposes of this Article 18 and the intentions of the parties without affecting the financial and legal substance of the matters contemplated by this Agreement in a way that is materially adverse to any party; and (v) otherwise evidencing the agreement of such Eligible SPV to be bound by the terms and conditions of this Agreement as a Licensor hereunder, subject to the foregoing clauses (i) through (iv), including with respect to modifications and additions to the terms and conditions of this Agreement. (f) In the event that Licensee exercises the Option with respect to any Foreign Operations Sale, following the receipt by Licensor of any Option Consents and Filings as are necessary or advisable under applicable Law with respect to such Foreign Operations Sale, the time for delivery thereofparties will in good faith prepare and enter into a separate agreement effecting such Foreign Operations Sale on an “as is, which would where is” basis and without warranties, and as otherwise be as promptly as reasonably practicable, contemplated by this Section 18.3; provided that any Foreign Operations Sale shall be postponed conditioned upon the simultaneous or prior grant of the license for the period of time necessary Licensed Marks (pursuant to take Section 18.3(e)) in the country in which the assets covered by such actionForeign Operations Sale are located.

Exercise of Option. Subject to the limitations set forth provisions provided herein and or in the Award made pursuant to the Rxxxxxxxxx Electronics, Ltd. 2011 Long-Term Incentive Plan, this : (a) the Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice provided of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company as set forth in Section 5. The at least three business days prior to the date upon which Optionee desires to exercise all or any portion of the Option (unless such prior notice is waived by the Company) and (ii) payment to the Company of the Exercise Price multiplied by the number of shares being purchased (the “Purchase Price”) in the manner provided in Subsection (b). Upon acceptance of such notice and receipt of payment in full of the Purchase Price and any tax withholding liability, to the extent applicable, the Company shall cause to be issued a certificate representing the Option Shares purchased. (b) The Purchase Price shall be paid in full upon the exercise of an Option and no Option Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for the Common Stock being all Option Shares purchased pursuant to the exercise of an Option shall be made (a) in cash, by check certified check, or cash equivalentalternatively, as follows: (bi) by tender delivery to the Company, or attestation to the ownership, Company of a number of shares of Common Stock owned by the Optionee prior to the date of the Option’s exercise, having a Fair Market Value (Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash to equal the Purchase Price; or (ii) to the extent permitted by the Company without regard to any restrictions on transferability applicable to such Common Stock Committee, by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company receipt of the proceeds of Purchase Price in cash from a sale broker, dealer or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of other “creditor” as defined by Regulation T as promulgated from time to time issued by the Board of Governors of the Federal Reserve System), (d) System following delivery by withholding Option Shares equal the Optionee to the Exercise Price multiplied by the number Committee of Options exercised divided by the Fair Market Value at the time of exercise, rounded up instructions in a form acceptable to the nearest whole shareCommittee regarding delivery to such broker, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding dealer or other employment taxes applicable to the taxable income creditor of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a that number of Option Shares equal with respect to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercised.

Exercise of Option. Subject to the limitations set forth provisions provided herein and or in the Award made pursuant to the Omega Healthcare Investors, Inc. 2000 Stock Incentive Plan, this : (a) The Option may be exercised by notice provided with respect to the Company as set forth in Section 5. The payment all or any portion of the Exercise Price for the Common Stock being purchased pursuant to vested Option Shares at any time during the Option shall be made (a) in cash, Period by check or cash equivalent, (b) by tender the delivery to the Company, or attestation at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the ownership, Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of Common Stock owned by the Optionee having a Fair Market Value Option and (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyii) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment payment to the Company of the proceeds Exercise Price multiplied by the number of a sale or loan with respect to some or all of the shares being acquired purchased (the "Purchase Price") in the manner provided in Subsection (b). (b) The Purchase Price shall be paid in full upon the exercise of an Option and no Option Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made in cash, certified check, or, alternatively, as follows: (includingi) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six (6) months prior to the date of the Option's exercise, without limitationhaving a Fair Market Value, through an as determined under the Plan, on the date of exercise complying either equal to the Purchase Price or in combination with cash to equal the provisions Purchase Price; or (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T as promulgated from time to time issued by the Board of Governors of the Federal Reserve System), (d) System following delivery by withholding Option Shares equal the Optionee to the Exercise Price multiplied by Committee (defined in the number Plan) of Options exercised divided by the Fair Market Value at the time of exercise, rounded up instructions in a form acceptable to the nearest whole shareCommittee regarding delivery to such broker, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding dealer or other employment taxes applicable to the taxable income creditor of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a that number of Option Shares equal with respect to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect exercised. Upon acceptance of such exercise by (b) the Fair Market Value per share notice and receipt of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise payment in full of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of Purchase Price and any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedtax withholding liability, the Company may, at its election, require shall cause to be issued a certificate representing the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionOption Shares purchased.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashIn order to exercise this Option, by check Option Holder shall take all of the following actions: (i) delivering or cash equivalent, (b) by tender mailing to the Company, or attestation to Attention: Corporate Secretary, a notice of exercise, in the ownershipform specified by the Company, specifying therein the number of shares of Common Stock owned he has elected to purchase, accompanied by (A) payment in cash or by check payable to the Optionee having a Fair Market Value (as determined by order of the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by shares to be purchased; (B) if required, the Fair Market Value at letter described in Paragraph 6; (ii) making appropriate arrangements with the time Company for the satisfaction of exercise, rounded up the withholding requirements set forth in Paragraph 8 hereof; and (iii) executing and delivering to the nearest whole shareCompany the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) and a copy of the executed Election Pursuant to Section 83(b), (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawif applicable, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)5 of the Optionee Restriction Agreement attached hereto as Exhibit “A” and being executed concurrently herewith. Notwithstanding the foregoing, the aggregate purchase price to be paid upon any exercise of this Option may, if permissible under applicable state law and in the Exercise Price discretion of the outstanding portion Board of Directors of the Company (the “Board”), be paid (1) in installments or in whole or in part by a promissory note of the Option is less than the Fair Market Value of Holder (in a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting form reasonably satisfactory to the ownership of Common Stock of Company) and secured by a security interest in the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee shares issued upon such exercise a number of Option Shares (provided, however, that an amount equal to the result obtained by dividing (a) the excess par value of the aggregate Fair Market Value Common Stock multiplied by the number of shares being issued upon exercise shall be paid in cash) and/or (2) in whole or in part by delivery to the total number Company of shares of Common Stock subject to previously acquired by the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Holder having a Fair Market Value per share (determined as of Common Stock subject the date of exercise of this Option and in the manner set forth in the Plan) equal to the Optionportion of the aggregate purchase price being paid by delivery of such shares and, in the case of (1) or (2), if and to the Optionee may retain extent applicable, cash or a check (or, in the case of (2) only, a note) made payable to the Company for any remaining portion of the aggregate purchase price. If so requested by the Board, prior to the acceptance of shares of Common Stock in satisfaction (in whole or in part) of the ownership purchase price upon such exercise of which is attested. Notwithstanding anything to the contrary contained hereinthis Option, the Optionee agrees Option Holder shall supply the Board with written representations and warranties, including without limitation a representation and warranty that he will not exercise the Option granted pursuant heretoHolder has good and marketable title to such shares, free and clear of liens and encumbrances. The exercise of this Option shall not be deemed effective unless and until the Option Holder has complied with all of the provisions of this Paragraph 2(a). No partial exercise of this Option may be for less than «MIN_EXERCISE_AMOUNT_5» shares and, in no event, shall the Company will not be obligated required to issue any fractional shares. (b) This Option Shares pursuant shall be immediately exercisable in full as to this Option Agreement, if the exercise all of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionhereby.

Exercise of Option. Subject Prior to the limitations set forth herein expiration of Option Period, ALIMERA may exercise the option by notifying EMORY in writing that it is exercising its option (“Notice of Exercise”) and concurrently providing a proposed development plan and proposed diligence milestones for the development and commercialization of Licensed Products in the Plan, this Optioned Field of Use (“Option may be exercised by notice provided to the Company as set forth Proposal”). EMORY and ALIMERA shall negotiate in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having good faith and agree upon a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan development plan and diligence milestones with respect to some or all such Option Proposal, which will be included, along with the Amendment Terms, in an amendment to this Agreement executed by both parties. If ALIMERA and EMORY have not executed the amendment contemplated by this Article 2.5 for such Option Proposal within [*] after the date of the shares being acquired corresponding Notice of Exercise is first presented to EMORY (or a longer period if mutually agreed upon by the exercise parties), either party may discontinue negotiations with respect to such Option Proposal and amendment; provided, however, that so long as ALIMERA continues to pay the option maintenance fee to the extent required by Article 2.4 above, ALIMERA may submit additional Notices of Exercise (along with different Option Proposals) until the earlier of (i) the date on which ALIMERA and EMORY execute an amendment to this Agreement in connection with a Notice of Exercise and (ii) the end of the Option (including, without limitation, through an Period. If ALIMERA chooses to not exercise complying with its option during the provisions of Regulation T Option Period or if no amendment as promulgated from time to time contemplated by this Article 2.5 is executed by the Board of Governors of parties within [*] after the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion end of the Option is less than Period (or a longer period if mutually agreed upon by the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(aparties), then the Option EMORY shall be automatically exercised in full pursuant free to clause (d) above immediately prior to its expiration. If license the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, Licensed Patents and the Optionee may retain Licensed Technology within the shares Optioned Field of Common Stock the ownership of which is attested. Notwithstanding anything Use to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionthird parties.

Exercise of Option. Subject The Option shall be exercisable during ------------------- Employee's lifetime only by Employee or by his or her guardian or legal representative, and after Employee's death only by the person or entity entitled to the limitations set forth herein do so under Employee's last will and in the Plan, this testament or applicable intestate law. The Option may be exercised by notice provided to in whole or in part on not more than three occasions during the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned Term and only by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds a written notice of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of such exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such which notice shall be accompanied by cash or Common Stock in specify the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to be purchased and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price in cash or by check payable to the result obtained Company; provided, however, that payment of such -------- ------- aggregate Exercise Price may instead be made, in whole or in part, by dividing (ai) the excess delivery to the Company of a certificate or certificates representing shares of Ordinary Shares or other securities of the Company, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined in the Plan) thereof on the date of such exercise), or (ii) by a reduction in the amount of Ordinary Shares or other property otherwise issuable pursuant to such Option (such reduction to be valued on the basis of the total number shares aggregate Fair Market Value, on the date of Common Stock subject exercise, of the additional Ordinary Shares that would have been delivered to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the Employee upon exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by Option), provided that the Company of any provision of any law is not then prohibited from purchasing or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionOrdinary Shares.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Class B Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (fe) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee Participant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding For the foregoingpurpose of determining the amount, if the Exercise Price any, of the outstanding portion of the Option is less than the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationdate of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Class B Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to (a) Except as provided in Section 1.4 below, the limitations set forth herein and in the Plan, this Option may be exercised by notice provided during the Option Period (as defined in Section 1.4) only to the Company as set forth in Section 5. The payment extent of the Exercise Price for the Common Stock being purchased number of Option Shares that are then vested ("Vested Shares") as determined pursuant to the Option shall be made (a) in cash, by check or cash equivalent, vesting schedule attached hereto as Schedule I. (b) The Option may be exercised with respect to all or any portion of the Vested Shares at any time during the Option Period by tender the delivery to the Company, at its principal place of business, of (i) a written notice of exercise, in substantially the form attached hereto as Exhibit A (or attestation such other form as shall be required by the Board of Directors or as otherwise permitted by the Board of Directors), prior to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard date upon which Grantee desires to exercise all or any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise portion of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors "Exercise Date"); (ii) payment in full of the Federal Reserve System), (d) by withholding amount of the Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by Option Shares being purchased (the Fair Market Value at the time of exercise, rounded up "Purchase Price") in any manner permitted under Section 1.2(c) below; and (iii) a certified or cashier's check payable to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock Company in the full amount of all federal and withholding tax obligations, if any (whether federal, state withholding or other employment taxes applicable to local), imposed on the taxable income Company by reason of the exercise of the Option. Upon acceptance of such Optionee resulting from such exercise (or instructions to satisfy such notice, receipt of payment in full, and receipt of payment of all withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoingtax obligations, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a)any, then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise cause a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain certificate representing the shares of Common Stock the ownership of which is attested. Notwithstanding anything purchased to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, be issued and the Company will not delivered to Grantee. (c) The Purchase Price may be obligated to issue paid in any Option Shares pursuant to this Option Agreement, if the exercise of the Option following methods: (i) in cash (ii) by certified or the issuance of such shares would constitute a violation by the Optionee cashier's check or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory money order payable to the Company (or the equivalent thereof acceptable to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution Board of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.Directors);

Exercise of Option. Subject to the limitations set forth provisions provided herein and or in the Award made pursuant to the Omega Healthcare Investors, Inc. 2000 Stock Incentive Plan, this : (a) The Option may be exercised by notice provided with respect to the Company as set forth in Section 5. The payment all or any portion of the Exercise Price for the Common Stock being purchased pursuant to vested Option Shares at any time during the Option shall be made (a) in cash, Period by check or cash equivalent, (b) by tender the delivery to the Company, or attestation at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the ownership, Company no earlier than thirty (30) and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of Common Stock owned the Option (unless such prior notice is waived by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, and (cii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment payment to the Company of the proceeds Exercise Price multiplied by the number of a sale or loan with respect to some or all of the shares being acquired purchased (the "Purchase Price") in the manner provided in Subsection (b). (b) The Purchase Price shall be paid in full upon the exercise of an Option and no Option Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made in cash, certified check, or, alternatively, as follows: (includingi) by delivery to the Company of a number of shares of Stock which have been owned by the Optionee for at least six (6) months prior to the date of the Option's exercise, without limitationhaving a Fair Market Value, through an as determined under the Plan, on the date of exercise complying either equal to the Purchase Price or in combination with cash to equal the provisions Purchase Price; or (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T as promulgated from time to time issued by the Board of Governors of the Federal Reserve System), (d) System following delivery by withholding Option Shares equal the Optionee to the Exercise Price multiplied by Committee (defined in the number Plan) of Options exercised divided by the Fair Market Value at the time of exercise, rounded up instructions in a form acceptable to the nearest whole shareCommittee regarding delivery to such broker, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding dealer or other employment taxes applicable to the taxable income creditor of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a that number of Option Shares equal with respect to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect exercised. Upon acceptance of such exercise by (b) notice and receipt of payment in full of the Fair Market Value per share of Common Stock subject Purchase Price and any tax withholding liability, to the Optionextent applicable, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything Company shall cause to the contrary contained herein, the Optionee agrees that he will not exercise be issued a certificate representing the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionpurchased.

Exercise of Option. (a) Subject to the limitations other terms of this Agreement regarding the exercisability of the Option, provided that Holder is employed by a Participating Company on the relevant Exercise Date set forth herein and in below, the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment respect of the number of shares (the “Option Portion”) listed in column A from and after the Exercise Price for Date listed in column B, 20% of the Common Stock being purchased pursuant number of shares subject to the Option shall be made (a) in cash, by check or cash equivalent, After the first anniversary of the Grant Date 20% of the number of shares subject to the Option After the second anniversary of the Grant Date 20% of the number of shares subject to the Option After the third anniversary of the Grant Date 20% of the number of shares subject to the Option After the fourth anniversary of the Grant Date 20% of the number of shares subject to the Option After the fifth anniversary of the Grant Date (b) by tender This Option may be exercised, to the Companyextent exercisable by its terms, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal in whole or in part at any time prior to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination expiration thereof. Such notice Any exercise shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable a written notice to the taxable income Company specifying the number of such Optionee resulting from such shares as to which this Option is being exercised (the “Option Shares”). Notations of any partial exercise or installment exercise, shall be made by the Company in its records. (or instructions c) Notwithstanding anything else herein to satisfy such withholding obligation by withholding the contrary, this Option Shares in accordance with Section 8). Notwithstanding shall expire on the foregoing, if the Exercise Price tenth anniversary of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause Grant Date. (d) above immediately prior The Holder hereby agrees to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case notify the Company shall issue or otherwise deliver to in writing in the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number event shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares acquired pursuant to this Option Agreement, if the exercise of this Option are transferred, other than by will or by the Option laws of descent and distribution, within two years after the Grant Date or within one year after the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercise.

Exercise of Option. Subject The Option shall be exercisable only if and to the limitations set forth herein and extent the Grantee or his or her representative, as applicable, makes a Section 3 Election, or is deemed to have made a Section 3 Election, for the right to exercise the Option in lieu of receiving unrestricted shares of Common Stock upon the Plan, this Option may be exercised by notice provided to lapsing of the Company as restrictions set forth in Section 52(b) of this Agreement. The payment of the Exercise Price for the Common Stock being purchased pursuant Shares subject to the Option shall may be made (a) in cashpurchased by giving the Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by: (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; or (ii) the unsecured, demand borrowing by the Grantee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Grantee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the Option full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell such shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Grantee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Grantee's borrowing from the Company on an open account shall be a personal obligation of the Grantee which shall bear interest at the published Applicable Federal Rate (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time "AFR") for short-term loans and shall be payable upon demand by the Board of Governors of the Federal Reserve System), (d) Company. Such borrowing may be authorized by withholding Option Shares equal telephone or other telecommunications acceptable to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by Company. Upon such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal borrowing and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatportion thereof, unless the options and shares covered by the Plan have been registered pursuant title to the Securities Act of 1933, as amended, shares shall pass to the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory Grantee whose election hereunder shall constitute instruction to the Company to register the effect shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Grantee agrees that he if this broker-dealer exercise method under this paragraph is acquiring such shares for his own account for investment and not with a view to, or for sale in connection withused, the distribution of such shares or any part thereof. If any law or regulation requires Grantee promises unconditionally to pay the Company the full balance in his or her open account at any time upon demand. Grantee also agrees to take any action with respect to pay interest on the shares specified in such notice, account balance at the time AFR for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionshort-term loans from and after demand.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this The Option may be exercised for all, or from time to time any part, of the Option Shares for which it is then exercisable. The exercise date shall be the date the Company receives a written notice of exercise signed by notice provided the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by (a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company as set forth in Section 5. The payment (which, at the discretion of the Exercise Company, may include a broker assisted exercise arrangement), of the Option Price for the Common Stock Option Shares for which the Option is being purchased pursuant exercised, (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). The purchase price for the Shares as to which the Option is exercised shall be made paid to the Company in full at the time of exercise at the election of the Option Holder (ai) in cash, by check or cash equivalent, (bii) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee in Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as determined may be imposed by the Company without regard to any restrictions on transferability applicable to Committee; provided, that, such Common Stock Shares have been held by reason of federal or state securities laws or agreements with an underwriter the Option Holder for the Company) not no less than the Exercise Pricesix months, (ciii) by partly in cash and partly in such Shares, (iv) through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to deliver promptly to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares amount equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawShares being purchased, or (fv) through having Shares withheld by the Company from any combination thereofShares that would have otherwise been received by Option Holder. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable Anything to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoingcontrary herein notwithstanding, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, hereunder if the exercise issuance of the Option or Shares would violate the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatapplicable law, unless in which event the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933Company shall, as amendedsoon as practicable, take whatever action it reasonably can so that the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified Option Shares may be issued without resulting in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period violations of time necessary to take such actionlaw.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this The purchase price upon exercise of any Option may shall be exercised by notice provided payable to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made full either: (a) in cash, by check cash or cash its equivalent, or (b) by tender subject to the Company, or attestation to the ownership, of Common Stock owned prior approval by the Optionee Committee in its discretion, by tendering previously acquired shares of Stock having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the aggregate Fair Market Value at the time of exercise, rounded up exercise equal to the nearest whole sharetotal purchase price (provided that the shares of Stock tendered have been held by Non-employee Director for at least six (6) months prior to their tender to satisfy the option price), or (c) subject to prior approval by the Committee in its discretion, by withholding shares of Stock which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price, or (d) subject to prior approval by the Committee in its discretion, by a combination of (a), (eb), and (c) by above. Any payment in shares of Stock shall be effected as provided for in the Plan. The Committee, in its discretion, also may allow the purchase price to be paid with such other consideration as may be approved by shall constitute lawful consideration for the Board from time to time to the extent permitted by applicable lawissuance of shares of Stock (including, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock without limitation, effecting a “cashless exercise,” as defined in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance Plan, with Section 8). Notwithstanding the foregoing, if the Exercise Price a broker of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(aOption), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to applicable securities law restrictions and tax withholdings, or by any such conditions and in compliance with any such procedures as other means which the Committee may adoptdetermines to be consistent with the Plan’s purpose and applicable law. As soon as practicable after receipt of a written notification of exercise and full payment, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue deliver, or otherwise deliver cause to be delivered, to or on behalf of Non-employee Director, in the Optionee upon such exercise a name of Non-employee Director or other appropriate recipient, share certificates for the number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to purchased under the Option, . Unless and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of until such shares would constitute a violation by the Optionee or certificates have been issued by the Company to Non-employee Director, Non-employee Director (or other person permitted to exercise this Option in the event of Non-employee Director’s death) shall not be or have any provision rights or privileges of any law or regulation a stockholder of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period acquirable upon an exercise of time necessary to take such actionthis option.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option (a) The option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option signed by Employee which shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options Shares as to which the option is exercised divided and shall be accompanied by the full amount of the purchase price of such Shares. The purchase price may be paid in cash or by certified check or cashier’s check or, if permitted by the Committee, in whole or in part, by the surrender of issued and outstanding Shares (including an actual or deemed multiple series of exchanges of such Shares) which shall be credited against the purchase price at the Fair Market Value of the Shares surrendered on the date of exercise of the option. (b) Promptly after demand by the Company, and at its direction, Employee shall pay to the Company or the appropriate Affiliate an amount equal to the applicable withholding taxes due in connection with the grant, vesting and/or exercise of the option. Such withholding taxes may be paid in cash or by certified check or cashier’s check or, subject to the further provisions of this Paragraph 4(b), in whole or in part, by having the Company withhold from the Shares otherwise issuable upon exercise of the option a number of Shares having a value equal to the amount of such withholding taxes or by surrendering to the Company or the appropriate Affiliate a number of issued and outstanding Shares having a value equal to the amount of such withholding taxes. The value of any Shares so withheld by or surrendered to the Company or the appropriate Affiliate shall be based on the Fair Market Value of such Shares on the date on which the option is exercised (in the case of a withholding of Shares) or the date (which shall not be earlier than the date of the event requiring withholding) on which the Shares are surrendered (in the case of a surrender of Shares). Employee shall pay to the Company or the appropriate Affiliate in cash or by certified check or cashier’s check the amount, if any, by which the amount of such withholding taxes exceeds the value of the Shares so withheld or surrendered. Any election by Employee to have Shares withheld or to surrender Shares to pay withholding taxes must be made in writing at or prior to the time of exercise, rounded up exercise of the option (in the case of a withholding of Shares) or at or prior to the nearest whole sharetime of surrender of the Shares (in the case of a surrender of Shares). (c) Notwithstanding anything contained in this Agreement to the contrary, (e) by such other consideration as may be approved by at the Board from time to time request of Employee and to the extent permitted by applicable law, the Committee may, in its sole and absolute discretion, selectively approve arrangements with a brokerage firm or (f) by firms under which any combination thereofsuch brokerage firm shall, on behalf of Employee, make payment in full to the Company of the aggregate purchase price of the Shares then being purchased upon exercise of the option, and the Company, pursuant to an irrevocable notice in writing from Employee, shall make prompt delivery of the purchased Shares to or on behalf of Employee. Such notice Payment in full for purposes of the immediately preceding sentence shall be accompanied by cash or Common Stock in mean payment of the full amount of all federal and state withholding due, either in cash or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (by certified check or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)cashier’s check. Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option Any arrangements shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions rules and in compliance with any such procedures regulations as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale adopt in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actiontherewith.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this The Option may be exercised for all, or from time to time any part, of the Option Shares for which it is then exercisable. The exercise date shall be the date the Company receives a written notice of exercise signed by notice provided the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by (a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company as set forth in Section 5. The payment (which, at the discretion of the Exercise Company, shall include a broker assisted exercise arrangement), of the Option Price for the Common Stock Option Shares for which the Option is being purchased pursuant exercised, and (b) payment by the Option Holder of all payroll, withholding, or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). The purchase price for the Shares as to which the Option is exercised shall be made paid to the Company in full at the time of exercise at the election of the Option Holder (ai) in cash, by check or cash equivalent, (bii) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee in Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as determined may be imposed by the Company without regard to any restrictions on transferability applicable to Committee; provided, that, such Common Stock Shares have been held by reason of federal or state securities laws or agreements with an underwriter the Option Holder for the Company) not no less than the Exercise Pricesix months, (ciii) by partly in cash and partly in such Shares, or (iv) through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to deliver promptly to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares amount equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up Shares being purchased. Anything to the nearest whole sharecontrary herein notwithstanding, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, hereunder if the exercise issuance of the Option or Shares would violate the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatapplicable law, unless in which event the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933Company shall, as amendedsoon as practicable, take whatever action it reasonably can so that the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified Option Shares may be issued without resulting in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period violations of time necessary to take such actionlaw.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised with respect to vested Option Shares, from time to time, in whole or in part (but with respect to whole shares only), by delivery of a written notice provided (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Option Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Option Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company as set forth in Section 5. The payment may reasonably require. (b) Payment of the Exercise Price for the Common Stock being Option Shares to be purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option shall be made, in full, by: (includingi) certified or bank cashier’s check payable to the order of the Company, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time (ii) unless otherwise determined by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value Committee at the time of exercise, rounded up in the form of shares of Stock already owned by the Optionee that have a Fair Market Value on the date of surrender equal to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the aggregate Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire Shares as provided in Section 3(a), then the to which such Option shall be automatically exercised in full pursuant to clause exercised, (diii) above immediately prior to its expiration. If unless otherwise determined by the Optionee desires to pay Committee at the purchase price time of exercise, authorization for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject Company to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise withhold a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price otherwise payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option having a Fair Market Value less than or equal to the issuance aggregate Exercise Price, (iv) any other form of such shares would constitute a violation consideration approved by the Optionee or Committee and permitted by the Company of any provision of any applicable law or regulation (v) any combination of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by foregoing. (c) As a condition of delivery of the Plan have been registered pursuant to the Securities Act of 1933, as amendedOption Shares, the Company may, at its election, shall have the right to require the Optionee to give a representation in writing in form and substance satisfactory remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Optionee may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Stock or by delivering already owned unrestricted shares of Stock, in each case, having a value equal to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution minimum amount of such shares or any part thereof. If any law or regulation requires the Company tax required to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionwithheld.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, Option Holder may exercise this Option by check (i) delivering or cash equivalent, (b) by tender mailing to the Company, or attestation to Attention: Corporate Secretary, a notice of exercise, in the ownershipform specified by the Company, specifying therein the number of shares of Common Stock owned he has elected to purchase, accompanied by (A) payment in cash or by check payable to the Optionee having a Fair Market Value (as determined by order of the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by shares to be purchased and, (B) if required, the Fair Market Value at the time of exercise, rounded up letter described in Paragraph 6 and (ii) executing and delivering to the nearest whole shareCompany the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) and a copy of the executed Election Pursuant to Section 83(b), (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawif applicable, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)5 of the Optionee Restriction Agreement attached hereto as Exhibit “A” and being executed concurrently herewith. Notwithstanding the foregoing, the aggregate purchase price to be paid upon any exercise of this Option may, if permissible under applicable state law and in the Exercise Price discretion of the outstanding portion Board of Directors of the Company (the “Board”), be paid (1) in installments or in whole or in part by a promissory note of the Option is less than the Fair Market Value of Holder (in a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting form reasonably satisfactory to the ownership of Common Stock of Company) and secured by a security interest in the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee shares issued upon such exercise a number of Option Shares (provided, however, that an amount equal to the result obtained by dividing (a) the excess par value of the aggregate Fair Market Value Common Stock multiplied by the number of shares being issued upon exercise shall be paid in cash) and/or (2) in whole or in part by delivery to the total number Company of shares of Common Stock subject to previously acquired by the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Holder having a Fair Market Value per share (determined as of Common Stock subject the date of exercise of this Option and in the manner set forth in the Plan) equal to the Optionportion of the aggregate purchase price being paid by delivery of such shares and, in the case of (1) or (2), if and to the Optionee may retain extent applicable, cash or a check (or, in the case of (2) only, a note) made payable to the Company for any remaining portion of the aggregate purchase price. If so requested by the Board, prior to the acceptance of shares of Common Stock in satisfaction (in whole or in part) of the ownership purchase price upon such exercise of which is attested. Notwithstanding anything to the contrary contained hereinthis Option, the Optionee agrees Option Holder shall supply the Board with written representations and warranties, including without limitation a representation and warranty that he will not exercise the Option granted pursuant heretoHolder has good and marketable title to such shares, free and clear of liens and encumbrances. The exercise of this Option shall not be deemed effective unless and until the Option Holder has complied with all of the provisions of this Paragraph 2(a). No partial exercise of this Option may be for less than «MIN_EXERCISE_AMOUNT_5» shares and, in no event, shall the Company will not be obligated required to issue any fractional shares. (b) This Option Shares pursuant shall be immediately exercisable in full as to this Option Agreement, if the exercise all of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionhereby.

Exercise of Option. (a) Subject to the limitations provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or any part of the Vested Portion of the Option at any time prior to the tenth anniversary of the Grant Date (the “Expiration Date”); provided that the Option may be exercised with respect to whole Shares only. In no event shall the Option be exercisable on or after the Expiration Date. (b) To the extent set forth herein and in subparagraph (a) above, the Plan, this Option may be exercised by notice provided delivering to the Company as set forth at its principal office, or to such other location designated by the Company, written notice of intent to exercise. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in Section 5full, or adequate provision therefor, of the aggregate Exercise Price Per Share (“Exercise Price”), and any applicable withholding tax and fees. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made as indicated by Optionee on the election form: (ai) in cash, ; (ii) by certified check or cash equivalent, bank draft payable to the order of the Company; (biii) by tender personal check payable to the order of the Company; (iv) by tendering Shares, actually or attestation constructively (and which are not subject to any pledge or other security interest); or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the ownership, Company as of Common Stock owned the date of such tender is at least equal to the Exercise Price. The Optionee may also elect to pay all or any portion of the Exercise Price by the Optionee having Shares with a Fair Market Value (as determined by on the Company without regard to any restrictions on transferability applicable to such Common Stock by reason date of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied withheld by the number of Options exercised divided Company or sold by the Fair Market Value at the time of exercise, rounded up a broker-dealer. Subject to the nearest whole sharepreceding sentence, the Optionee may elect to sell all Shares to cover Option costs, taxes, and fees, and any remaining funds will be issued to Optionee. The payment of withholding tax shall be subject to Section 8 of this Agreement. (ec) by such Notwithstanding any other consideration as provision of the Plan or this Agreement to the contrary, no Option may be approved by exercised prior to the completion of any registration or qualification of such Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body or national securities exchange, that the Board from time shall in its sole discretion determine to time to the extent permitted by applicable law, be necessary or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause advisable. (d) above immediately prior to its expiration. If Upon the Optionee desires to pay the purchase price for Company’s determination that the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject has been validly exercised as to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite valueShares, in which case the Company shall issue or otherwise deliver cause to be issued as promptly as practicable certificates in the Optionee’s name for such Shares. However, the Company shall not be liable to the Optionee upon such exercise a number of Option Shares equal for damages relating to any delays in issuing the result obtained by dividing (a) certificates or in the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may The option hereby granted shall be exercised by notice provided the delivery to the Company as set forth in Section 5. The payment Treasurer of the Exercise Price for Corporation or his delegate, from time to time, of written notice, signed by the Common Stock being purchased pursuant Optionee, specifying the number of shares the Optionee then desires to purchase, together with cash, certified check, bank draft or postal or express money order to the Option shall be made order of the Corporation for an amount in United States dollars equal to the sum of: (a) in cash, by check or cash equivalent, the option price of such shares and (b) by tender an amount sufficient to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of pay all state and federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option withholding taxes (including, without limitation, through an FICA) with respect to the exercise complying with (the provisions total of Regulation T (a) and (b) shall be referred to as promulgated from time to time by the Board `Exercise Amount'). In the alternative, the Optionee may tender payment for the option shares in the form of Governors shares of G-P Group Stock having a Fair Market Value on the Federal Reserve System), (d) by withholding Option Shares date of exercise equal to the Exercise Price multiplied by the number Amount or a combination of Options exercised divided by the Fair Market Value at the time (i) shares of exerciseG-P Group Stock and (ii) cash, rounded up certified check, bank draft or postal or express money order to the nearest whole share, (e) by such other consideration as may be approved by order of the Board from time to time Corporation in an amount in United States dollars equal to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if difference between the Exercise Price of the outstanding portion of the Option is less than Amount and the Fair Market Value of a share the tendered shares of Common G-P Group Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationdate of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method written notice of attestationexercise is mailed, the Optionee may, date of its receipt by the Treasurer of the Corporation or his delegate shall be considered the date of exercise of the option by the Optionee. An exercise of stock options granted under this Agreement will generate compensation subject to federal and state tax withholding (including, without limitation, FICA withholding) in the calendar year of each exercise, and all such withholding taxes shall be the responsibility of the Optionee. The Committee may also authorize alternative procedures for exercising options under this Agreement. Within thirty (30) business days after any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock exercise of the requisite valueoption in whole or in part by the Optionee, in which case the Company Corporation shall issue or otherwise deliver to the Optionee upon such exercise a certificate or certificates representing the aggregate number of Option Shares equal shares with respect to which such option shall be so exercised, registered in the result obtained by dividing (a) Optionee's name. The Optionee shall not have the excess right, in lieu of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or option, to surrender the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority option granted hereby, or any stock exchange or transaction quotation system. The Optionee agrees thatportion thereof, unless the options and in order to receive shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionthis option grant.

Exercise of Option. Subject to the limitations set forth herein other terms of this Agreement and in the Plan, this the Option may be exercised on or after the date which is eight years from the date hereof; provided, however, that notwithstanding any other provision of this Agreement, the Option shall only be cumulatively exercisable with respect to an aggregate number of shares of Stock equal to 2.5% of the number of shares of Stock, if any, issued by notice provided the Company from time to time, prior to the expiration date of the Option, upon conversion by the holders thereof of the Company's Preferred Stock and provided further that, subject to the preceding clause, such Option shall become exercisable (i) with respect to fifty percent (50%) of the shares of Stock subject to the Option on or after the satisfaction by the Company of such reasonable performance targets as are established in good faith by the Committee or the Board in writing on or before December 31 of each year for the next succeeding year, as set forth in Section 5. The payment a resolution of the Exercise Price for Committee or the Common Board (as applicable), as to that percentage of the total shares of Stock being purchased pursuant covered by this Option set forth on Schedule I attached hereto and (ii) with respect to the remaining fifty percent (50%) of the shares of Stock subject to the Option shall be made (a) in cashupon the occurrence of a Liquidation Event, by check or cash equivalentas defined on Schedule I attached hereto, (b) by tender subject to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined achievement by the Company without regard of internal rate of return targets as set forth on such Schedule I, plus any shares of Stock as to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of which the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time could have been exercised prior to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income satisfaction of such Optionee resulting from such exercise conditions in (or instructions to satisfy such withholding obligation by withholding Option Shares i) and/or (ii) in accordance with Section 8)a particular year (if any) but was not so exercised. Notwithstanding the foregoing, if the Exercise Price Option shall become fully exercisable as to those shares of Stock referred in clause (i) above immediately upon the outstanding portion occurrence of a Change in Control (as defined in Section 3 below). Any exercise of all or any part of this Option shall be accompanied by a written notice to the Company specifying the number of shares of Stock as to which the Option is less than the Fair Market Value being exercised. Notation of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option any partial exercise shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or made by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionon Schedule II attached hereto.

Exercise of Option. Subject While this Option remains exercisable, the Optionee may exercise a vested portion of the Option by delivering to the limitations Corporation or its designee in the form and at the location specified by the Corporation, notice stating the Optionee's intent to exercise a specified number of shares subject to the Option and payment of the full Exercise Price for the specified number of shares. The payment for the full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the order of the Corporation, (iii) in whole or in part in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value or (iv) by "cashless exercise", by the Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith. Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation. The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the Optionee's payment in full for the Option Shares to be exercised accompanied by the notice of exercise specified by the Corporation as set forth herein and above. Notice of exercise of all portions of the Option being exercised along with payment in full of the Plan, this Option may Exercise Price for such portion must be exercised received by notice provided the Corporation or its designee on or prior to the Company last day of the Option term, as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashII above, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire except as provided in Section 3(a)IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, then the Option Corporation shall be automatically exercised issue certificates in full pursuant accordance with the terms of this Agreement, or cause the Corporation’s transfer agent to clause (d) above immediately prior to its expiration. If make the Optionee desires to pay the purchase price necessary book entries, for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which exercised portion of the Option (or portion thereof) is being exercised over Option. However, the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject Corporation shall not be liable to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained hereinOptionee, the Optionee agrees that he will not exercise Optionee's personal representative, or the Option granted pursuant heretoOptionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise loss of the Option certificates, or any mistakes or errors in the issuance of such shares would constitute a violation by the Optionee certificates or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tomaking book entries, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject to Section 3(a), the limitations set forth herein and Vested Portion of the Option may be exercised, by the Employee or the individual having the right to exercise the Option in accordance with Section 3(b)(v), by delivering to the PlanCorporation at its principal office written notice of intent to so exercise; provided, this that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by notice provided to payment in full of the Company as set forth in Section 5Option Price. The payment of the Exercise Option Price for may be made at the Common Stock being purchased pursuant election of the Employee: (A) in cash or its equivalent (e.g., by check); (B) to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned extent permitted by the Optionee Committee, in Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as determined may be imposed by the Company without regard Committee; provided, that such Shares have been held by the Employee for no less than six months (or such other period as established from time to any restrictions on transferability applicable time by the Committee in order to avoid adverse accounting treatment applying US GAAP); (C) partly in cash and, to the extent permitted by the Committee, partly in such Common Stock by reason of federal or state securities laws or agreements with an underwriter Shares, as described in clause (B), above; or (D) if there is a public market for the Company) not less than Shares at the Exercise Pricetime of exercise, (c) subject to rules and limitations established by the Committee or the Board, through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired sell Shares obtained upon the exercise of the Option (including, without limitation, through and to deliver promptly to the Corporation an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors amount out of the Federal Reserve System), (d) by withholding Option Shares proceeds of such Sale equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up Shares being purchased. The purchased Shares shall be delivered to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawEmployee, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable individual having the right to exercise the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a3(b)(v), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the soon as administratively feasible following exercise of the Option or Option. No fractional Shares will be issued upon exercise of the issuance of such shares would constitute a violation Option; unless otherwise determined by the Optionee or by Committee, the Company cash equivalent of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise fractional Share will be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionpayable upon exercise.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of whole shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by: (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; together with payment for taxes pursuant to Section 8 herein; OR (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the Option (including, without limitation, through an full exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors price plus direct costs of the Federal Reserve System)sales, (d) by withholding Option Shares equal then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the Exercise Price multiplied by broker-dealer and authorizes the number broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of Options exercised divided by the Fair Market Value at the time of exercise, rounded up sale to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in Company which case the Company shall issue or otherwise deliver will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon such exercise a number of Option Shares equal demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of Company. Upon such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, borrowing and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or portion thereof, title to the issuance of such shares would constitute a violation by shall pass to the Optionee or by whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any provision of time for any law or regulation of any governmental authority or any stock exchange or transaction quotation systemreason whatsoever. The Optionee agrees thatthat if this broker-dealer exercise method under this paragraph is used, unless the options Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (b) This Option shall not be exercisable prior to six months after the Date of Grant, and thereafter, subject to applicable securities regulations, shall be exercisable in full. (c) If any shares covered by of the Plan have been registered pursuant Common Stock are to be disposed of in accordance with Rule 144 under the Securities Act of 1933, as amended1933 or otherwise, the Optionee shall promptly notify the Company may, at its election, require the Optionee to give a representation in writing in form of such intended disposition and substance satisfactory shall deliver to the Company at or prior to the effect that he is acquiring time of such shares for his own account for investment and not with a view to, or for sale disposition such documentation as the Company may reasonably request in connection withwith such sale and, in the distribution case of such shares or any part thereof. If any law or regulation requires a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to take any action be filed with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionSEC.

Exercise of Option. Subject While this Option remains exercisable, the Optionee may exercise a vested portion of the Option by delivering to the limitations set forth herein and Corporation or its designee in the Planform and at the location specified by the Corporation, this Option may be exercised by notice provided stating the Optionee's intent to exercise a specified number of shares subject to the Company Option and payment of the full Exercise Price for the specified number of shares. The payment for the full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the order of the Corporation, (iii) in whole or in part in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value or (iv) if available to the Optionee, by "cashless exercise", by the Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith. Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation. The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full for the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashII above, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire except as provided in Section 3(a)IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, then the Option Corporation shall be automatically exercised issue certificates in full pursuant accordance with the terms of this Agreement, or cause the Corporation's transfer agent to clause (d) above immediately prior to its expiration. If make the Optionee desires to pay the purchase price necessary book entries, for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which exercised portion of the Option (or portion thereof) is being exercised over Option. However, the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject Corporation shall not be liable to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained hereinOptionee, the Optionee agrees that he will not exercise Optionee's personal representative, or the Option granted pursuant heretoOptionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise loss of the Option certificates, or any mistakes or errors in the issuance of such shares would constitute a violation by the Optionee certificates or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tomaking book entries, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject (a) The Participant may exercise the portion of the Option which has become exercisable in accordance with this Agreement by giving the Company or its delegate notice of intent to exercise, according to procedures established by the Company. The notice of exercise shall specify the number of Option Units as to which the Option is to be exercised, the exercise date, and other information required by the Company or its delegate. (b) Full payment (in U.S. dollars) by the Participant of the exercise price for the Option Units purchased, and the applicable tax withholding amount, to the limitations set forth herein and in the Planextent required, this Option may shall be exercised by notice provided made to the Company on or before the exercise date in cash, or, as and to the extent permitted by the Committee, the exercise price may be paid by any of the other methods allowed under Section 6(a)(ii) of the Plan. (c) As soon as is practicable after the exercise date, the Company shall cause to be delivered to the Participant the Option Units then being purchased (out of theretofore unissued Units or reacquired Units, as the Company may elect) upon full payment for such Option Units. The obligation of the Company to deliver Units shall, however, be subject to the conditions set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option Plan (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors under Section 6(d) of the Federal Reserve SystemPlan), . (d) If the Participant fails to pay for any of the Option Units exercised or fails to accept delivery thereof, the Participant’s right to purchase such Option Units may be terminated by withholding the Company. (e) Any exercise of the Option Shares equal may be subject to the Exercise Price multiplied Participant’s payment to the Company of income tax withholding and employment taxes, to the extent determined by the number Company to be required to be withheld, as described below (“Tax Withholding”). Unless the Committee determines otherwise, the Participant or other person entitled to exercise the Option under this Agreement shall be required to pay to Atlas the amount of Options exercised divided any Tax Withholding with respect to the portion of the Option to be exercised. Atlas, in its sole discretion, may also deduct from any compensation or other amounts owing to the Participant, including by payroll deduction or withholding of Option Units, the amount of any applicable Tax Withholding with respect to the exercise of the Option. If the Committee determines that Option Units may be used to satisfy Tax Withholding, such Option Units shall be valued based on their Fair Market Value at the time of exercisethe Tax Withholding is required to be made; provided, rounded up to however, that not more than the nearest whole share, (e) by such other consideration as legally required minimum Tax Withholding amount may be approved settled by the Board from time to time to the extent permitted by applicable lawOption Unit withholding. If, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount upon exercise of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding any portion of the Option is less than Option, the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires Participant fails to pay any Tax Withholding in the purchase price for manner and at the Option Shares time specified by tendering Common Stock using the method of attestationAtlas or its agent, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue after receiving written notice from Atlas or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedits agent, the Company may, at is authorized in its election, require the Optionee sole discretion to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring rescind such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercise.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of whole shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by: (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; together with payment for taxes pursuant to Section 9 herein; OR (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option (includingor portion thereof, without limitation, through an exercise complying with title to the provisions of Regulation T as promulgated from time shares shall pass to time by the Board of Governors Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the Federal Reserve System)broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (db) by withholding This Option Shares equal to shall be exercisable in three installments. The first installment shall be exercisable on the Exercise Price multiplied by first anniversary following Date of Grant for 33% of the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to this option. Thereafter, on each subsequent anniversary, an installment shall become exercisable for 33% and 34%, respectively, of the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect number of such exercise by (b) the Fair Market Value per share of Common Stock shares subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if until the exercise Option has become fully exercisable. To the extent that any of the above installments is not exercised when it becomes exercisable, it shall not expire, but shall continue to be exercisable at any time thereafter until this Option shall terminate, expire or be surrendered. An exercise shall be for whole shares only. (c) This Option shall not be exercisable prior to six months after the issuance Date of such Xxxxx. (d) If any shares would constitute a violation by of the Optionee or by the Company Common Stock are to be disposed of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to in accordance with Rule 144 under the Securities Act of 1933, as amended1933 or otherwise, the Optionee shall promptly notify the Company may, at its election, require the Optionee to give a representation in writing in form of such intended disposition and substance satisfactory shall deliver to the Company at or prior to the effect that he is acquiring time of such shares for his own account for investment and not with a view to, or for sale disposition such documentation as the Company may reasonably request in connection withwith such sale and, in the distribution case of such shares or any part thereof. If any law or regulation requires a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to take any action be filed with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionSEC.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock Shares being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, Company of Common Stock Shares owned by the Optionee having a Fair Market Value on the date of exercise (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock Shares by reason of federal or state securities laws or agreements with an any underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker brokerage firm providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares Common Shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal delivery to the Exercise Price multiplied by the Company of written instructions to withhold from issuance a number of Options exercised divided by the Common Shares having a Fair Market Value at on the time date of exercise, rounded up exercise (as determined by the Company without regard to any restrictions on transferability applicable to such Common Shares by reason of federal or state securities laws or agreements with any underwriter for the nearest whole shareCompany) not less than the Exercise Price, (e) by such other consideration as may be approved by the Board Committee from time to time to the extent permitted by applicable law, or (f) by any combination thereofof the foregoing. Such notice shall be accompanied by cash or Common Stock in Shares having a Fair Market Value on the date of exercise (as determined by the Company without regard to any restrictions on transferability applicable to such Common Shares by reason of federal or state securities laws or agreements with any underwriter for the Company) equal to the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such the Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Common Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price 8 of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(athis Agreement), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares Common Shares specified in such exercise notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; or -- (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the Option (including, without limitation, through an full exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors price plus direct costs of the Federal Reserve System)sales, (d) by withholding Option Shares equal then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the Exercise Price multiplied by broker-dealer and authorizes the number broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of Options exercised divided by the Fair Market Value at the time of exercise, rounded up sale to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in Company which case the Company shall issue or otherwise deliver will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon such exercise a number of Option Shares equal demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of Company. Upon such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, borrowing and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or portion thereof, title to the issuance of such shares would constitute a violation by shall pass to the Optionee or by whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker- dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any provision of time for any law or regulation of any governmental authority or any stock exchange or transaction quotation systemreason whatsoever. The Optionee agrees thatthat if this broker- dealer exercise method under this paragraph is used, unless the options Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and shares covered after demand. (b) Notwithstanding provisions for regular exercise, if more than 80% of the aggregate value of all classes of Company common stock is owned, directly or indirectly, by RJR Nabisco Holdings Corp. on the Plan have been registered pursuant to the Securities Act date of 1933, as amended, exercise then the Company may, at in its electionabsolute discretion, require make a cash payment to the Optionee to give a representation in writing in form and substance satisfactory equal to the product of (x) and (y), where (x) is the excess of the fair market value of Company common stock on the date of exercise over the exercise price, and (y) is the number of shares subject to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereofOption(s) being exercised. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, Such cash payment shall be postponed in lieu of delivery of shares. (c) Subject to Section 2(d) herein, this Option shall be fully vested on the Date of Grant. To the extent that any of the Option is not exercised, it shall be not expire, but shall continue to be vested at any time thereafter until this Option shall terminate, expire or be surrendered. An exercise shall be for whole shares only. (d) This Option shall not be exercised prior to 36 months after the period Date of time necessary to take such actionXxxxx.

Exercise of Option. Subject to The exercise of the limitations set forth herein Option shall be governed by the terms of this Agreement and in the terms of the Plan, this including, without limitation, the provisions of Article V of the Plan; provided, however, that notwithstanding Section 5.3 of the Plan: (a) any portion of the Option that is exercisable may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender delivery to the Company’s corporate secretary of full payment for the shares with respect to which the Option is thereby exercised, which payment may be made in the form of (i) cash or personal, certified, or attestation to the ownership, bank cashier check; (ii) surrender of shares of Common Stock Stock, which have been owned by the Optionee having for at least six months (or such other minimum length of time as the Committee determines from time to time to be necessary to avoid adverse accounting consequences or violation of any applicable law, rule or regulation), duly endorsed for transfer to the Company with a Fair Market Value (solely for these purposes, as determined by in accordance with the Company without regard terms of the Management Stockholders Agreement) on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iii) any restrictions on transferability applicable to such Common Stock by reason combination of federal or state securities laws or agreements with an underwriter for the Companyforegoing; and (b) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment payment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions amounts necessary to satisfy such any and all federal, state and local tax withholding obligation by withholding Option Shares requirements arising in accordance connection with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance any portion thereof, may be made in shares of such shares would constitute a violation Common Stock, which have been owned by the Optionee for at least six months (or by such other minimum length of time as the Company Committee determines from time to time to be necessary to avoid adverse accounting consequences or violation of any provision of any law applicable law, rule or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatregulation), unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory enclosed for transfer to the Company with a Fair Market Value (solely for these purposes, as determined in accordance with the terms of the Management Stockholders Agreement) on the date of delivery equal to the effect amounts necessary to satisfy the portion of such federal, state and local tax withholding requirements arising in connection with the exercise of the Option which the Optionee elects to be so satisfied; and, provided, further, that, notwithstanding anything to the contrary in Section 5.3 of the Plan, following an Initial Public Offering, the Optionee may (unless the Committee determines that he the method of exercise described in this proviso is acquiring such shares for his own account for investment and not reasonably likely to violate any applicable law, rule or regulation) exercise the Option, or any exercisable portion thereof, by delivery to the corporate secretary of notice that the Optionee has placed a market sell order with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action broker with respect to shares of Common Stock then issuable upon exercise of the shares specified Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in such notice, satisfaction of the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionOption exercise price.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised by the Optionee giving written notice provided (in such form as may be approved by the Committee) to the Company as set forth specifying the number of shares to be purchased. Notwithstanding the other provisions of this Agreement, no Option exercise or issuance of shares of Common Stock pursuant to this Agreement shall be effective if (i) the shares reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in Section 5good faith that such exercise or issuance would violate any applicable Company policy or any securities or other law or regulation. The payment By accepting this Option, the Optionee agrees not to sell any of the shares of Common Stock received under this Option at a time when the applicable laws or Company policies prohibit a sale. (b) Unless otherwise determined by the Committee, the Exercise Price for the Common Stock being purchased pursuant of an Option may be paid either (i) by delivery to the Option shall be made Company on the date of exercise (aor on such later date as the Vice President, Human Resources or his or her successor may permit) of cash or a check in cash, by check or cash equivalent, (b) by tender an amount equal to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (ii) except for any portion of the Exercise Price which cannot be paid in whole shares which portion will be paid in cash, by delivery to the Company on the next business day following the date of exercise (or on such later date as the Vice President, Human Resources or his or her successor may permit) of certification of ownership of shares of Common Stock with a Fair Market Value on the date of exercise equal to the Exercise Price (such transaction hereinafter referred to as a “Stock Swap”), (iii) by such methods in accordance with such procedures as may be authorized or permitted by the Committee from time to time (e.g., a cashless exercise program) or (iv) by a combination of (i), (ii) and (iii), in the discretion of the Optionee. (c) Shares used by delivery an Optionee to initiate a Stock Swap may only be shares owned in the following ways: (i) In the Optionee’s name (including shares of restricted stock issued pursuant to an award to the Optionee); or (ii) In the Optionee and the Optionee’s spouse’s name; or (iii) In a properly executed notice together with irrevocable instructions to street account, provided that ownership is certified by the broker as being in the Optionee or in the Optionee and spouse; or (iv) In a broker providing for revocable trust in the assignment to Optionee’s name, provided that beneficial ownership is certified by the trustee as being in the Optionee or in the Optionee and spouse. (d) As soon as practicable after receipt by the Company of the proceeds required notice and payment in full of the Exercise Price (as well as any applicable Tax-Related Items as defined in paragraph 5(e)) for the shares purchased, a certificate or certificates representing the shares to be acquired by the Optionee shall be issued to the Optionee; provided that any certificate(s) for the shares purchased may be retained by the Company or its stock transfer agent or kept in a book-entry account by its stock transfer agent or may have such restrictive legends imprinted thereon prohibiting the transfer of such certificate(s) for such period as may be prescribed by the Committee. Subject to the foregoing, the Optionee shall have the rights of a sale or loan shareholder with respect to some such shares on the date the shares are delivered to the Optionee. (e) Regardless of any action the Company and/or the Subsidiary employing the Optionee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting and exercise of the Option, the conversion of the Option into shares, the subsequent sale of any shares being acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, to satisfy the Tax-Related Items obligation by withholding otherwise deliverable shares of Common Stock. In addition, the Optionee authorizes the Company and/or the Employer, in their sole discretion and pursuant to such procedures as the Company may specify from time to time, to withhold any Tax-Related Items by one or more of the following means: (i) withholding from the proceeds of the sale of shares of Common Stock acquired upon the exercise of the Option (including, without limitation, either through an exercise complying with the provisions of Regulation T as promulgated from time to time a voluntary sale or through a mandatory sale arranged by the Board of Governors of Company (on the Federal Reserve SystemOptionee’s behalf pursuant to this authorization), ; and /or (dii) by withholding Option Shares equal from any wages or other cash compensation paid to the Exercise Price multiplied Optionee by the number of Options exercised divided Company and/or the Employer. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by considering applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state minimum statutory withholding amounts or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationrates. If the Optionee desires to pay the purchase price obligation for the Option Shares Tax-Related Items is satisfied by tendering Common Stock using the method withholding a number of attestationshares as described herein, the Optionee mayshall be deemed, subject for tax purposes only, to any such conditions and in compliance with any such procedures as have been issued the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a full number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or exercised portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. The Optionee shall pay to the Company and/or the Employer any amount of Tax-Related Items that is required to be withheld or accounted for in connection with the Option that cannot be satisfied by the means previously described. The Company may refuse to deliver to the Optionee may retain the any shares of Common Stock the ownership of which is attested. Notwithstanding anything pursuant to the contrary contained herein, Option if the Optionee agrees that he will not fails to comply with his or her obligations in connection with the Tax-Related Items. (f) The date of exercise shall be the Option granted pursuant hereto, and date the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation required notice is received by the Optionee or Company; provided, however, that if payment in full is not received by the Company of any provision of any law as described herein or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered as otherwise permitted by the Plan Committee, such notice shall be deemed not to have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionreceived.

Exercise of Option. Subject (a) The Participant may exercise the Option with respect to all or any part of the Option Units granted hereunder by giving the Partnership or its delegate notice of intent to exercise, according to procedures established by the Partnership. The notice of exercise shall specify the number of Option Units as to which the Option is to be exercised, the exercise date and other information required by the Partnership or its delegate. (b) Full payment (in U.S. dollars) by the Participant of the exercise price for the Option Units purchased, and the applicable tax withholding amount, shall be made on or before the exercise date in cash, or, as and to the limitations set forth herein and in extent permitted by the Committee, the exercise price may be paid by any of the other methods allowed under Section 6(a) of the Plan. (c) As soon as is practicable after the exercise date, this Option may the Partnership shall cause to be exercised by notice provided delivered to the Company Participant the Option Units then being purchased (out of theretofore unissued Units or reacquired Units, as the Partnership may elect) upon full payment for such Option Units. The obligation of the Partnership to deliver Units shall, however, be subject to the conditions set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option Plan (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve Systemunder Section 6(d) thereof), . (d) If the Participant fails to pay for any of the Option Units exercised or fails to accept delivery thereof, the Participant’s right to purchase such Option Units may be terminated by withholding the Partnership. (e) Any exercise of the Option Shares equal shall be subject to applicable federal (including FICA), state and local tax withholding, in accordance with Section 8(b) of the Plan. Unless the Committee determines otherwise, the Participant or other person exercising the Option shall be required to pay to Atlas the amount of any taxes that Atlas is required to withhold with respect to exercise of the Option. Atlas may also deduct from any compensation or other amounts owing to the Exercise Price multiplied Participant, including by payroll deduction or withholding of Option Units, the number amount of Options exercised divided by any applicable taxes with respect to the Option. If the Committee determines that Option Units may be used to satisfy tax withholding, such Option Units shall be valued based on their Fair Market Value at the time of exercisethe tax withholding is required to be made; provided, rounded up to however, that not more than the nearest whole share, (e) by such other consideration as legally required minimum tax withholding amount may be approved settled by Option Unit withholding. If the Board from time Participant fails to time to the extent permitted by applicable law, or (f) by pay any combination thereof. Such notice shall be accompanied by cash or Common Stock required tax withholding amount in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation manner specified by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of Atlas when the Option is less than exercised, after receiving written notice from Atlas, Atlas is authorized to cancel the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite valueOption, in which case the Company Option shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, be forfeited and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will shall not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercisable.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised by the Optionee giving written notice provided (in such form as may be approved by the Committee) to the Company as set forth specifying the number of shares to be purchased. Notwithstanding the other provisions of this Agreement, no Option exercise or issuance of shares of Common Stock pursuant to this Agreement shall be effective if (i) the shares reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in Section 5good faith that such exercise or issuance would violate any applicable Company policy or any securities or other law or regulation. The payment By accepting this Option, the Optionee agrees not to sell any of the shares of Common Stock received under this Option at a time when the applicable laws or Company policies prohibit a sale. (b) Unless otherwise determined by the Committee, the Exercise Price for the Common Stock being purchased pursuant of an Option may be paid either (i) by delivery to the Option shall be made Company on the date of exercise (aor on such later date as the Vice President, Human Resources or his or her successor may permit) of cash or a check in cash, by check or cash equivalent, (b) by tender an amount equal to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (ii) except for any portion of the Exercise Price which cannot be paid in whole shares which portion will be paid in cash, by delivery to the Company on the next business day following the date of exercise (or on such later date as the Vice President, Human Resources or his or her successor may permit) of certification of ownership of shares of Common Stock with a Fair Market Value on the date of exercise equal to the Exercise Price (such transaction hereinafter referred to as a “Stock Swap”), (iii) by such methods in accordance with such procedures as may be authorized or permitted by the Committee from time to time (e.g., a cashless exercise program) or (iv) by a combination of (i), (ii) and (iii), in the discretion of the Optionee. (c) Shares used by delivery an Optionee to initiate a Stock Swap may only be shares owned in the following ways: (i) In the Optionee’s name (including shares of restricted stock issued pursuant to an award to the Optionee); or (ii) In the Optionee and the Optionee’s spouse’s name; or (iii) In a properly executed notice together with irrevocable instructions to street account, provided that ownership is certified by the broker as being in the Optionee or in the Optionee and spouse; or (iv) In a broker providing for revocable trust in the assignment to Optionee’s name, provided that beneficial ownership is certified by the trustee as being in the Optionee or in the Optionee and spouse. (d) As soon as practicable after receipt by the Company of the proceeds required notice and payment in full of the Exercise Price (as well as any applicable Tax-Related Items as defined in paragraph 5(e)) for the shares purchased, a certificate or certificates representing the shares to be acquired by the Optionee shall be issued to the Optionee; provided that any certificate(s) for the shares purchased may be retained by the Company or its stock transfer agent or kept in a book-entry account by its stock transfer agent or may have such restrictive legends imprinted thereon prohibiting the transfer of such certificate(s) for such period as may be prescribed by the Committee. Subject to the foregoing, the Optionee shall have the rights of a sale or loan shareholder with respect to some such shares on the date the shares are delivered to the Optionee. (e) Regardless of any action the Company and/or the Subsidiary employing the Optionee (the “Employer”) take with respect to any or all income tax (including U.S. federal, state, and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting and exercise of the Option, the conversion of the Option into shares, the subsequent sale of any shares being acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. Prior to the relevant taxable event, the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer to satisfy the Tax-Related Items obligation by withholding otherwise deliverable shares of Common Stock, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount or such other amount as may be necessary to avoid adverse accounting treatment. In addition, the Optionee authorizes the Company and/or the Employer, in their sole discretion and pursuant to such procedures as the Company may specify from time to time, to withhold any Tax-Related Items necessary to comply with legal requirements by one or more of the following means: (i) arranging for the sale of shares of Common Stock acquired upon the exercise of the Option (including, without limitation, through an exercise complying with on the provisions of Regulation T as promulgated Optionee’s behalf and at the Optionee’s direction pursuant to this authorization) and withholding from time the cash proceeds; and /or (ii) withholding from any wages or other cash compensation paid to time the Optionee by the Board of Governors of Company and/or the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationEmployer. If the Optionee desires to pay the purchase price obligation for the Option Shares Tax-Related Items is satisfied by tendering Common Stock using the method withholding a number of attestationshares as described herein, the Optionee mayshall be deemed, subject for tax purposes only, to any such conditions and in compliance with any such procedures as have been issued the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a full number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or exercised portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. The Optionee shall pay to the Company and/or the Employer any amount of Tax-Related Items that is required to be withheld in connection with the Option that cannot be satisfied by the means previously described. The Company may refuse to deliver to the Optionee may retain the any shares of Common Stock the ownership of which is attested. Notwithstanding anything pursuant to the contrary contained herein, Option if the Optionee agrees that he will not fails to comply with his or her obligations in connection with the Tax-Related Items as described in this paragraph. (f) The date of exercise shall be the Option granted pursuant hereto, and date the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation required notice is received by the Optionee or Company; provided, however, that if payment in full is not received by the Company of any provision of any law as described herein or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered as otherwise permitted by the Plan Committee, such notice shall be deemed not to have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionreceived.

Exercise of Option. Subject to the limitations set forth The Option shall be exercisable as specified herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment Payment of the Exercise Price for the Common Stock being purchased pursuant number of shares as to which the Option shall is being exercised may be made (ai) in cash, (ii) in shares of Common Stock held by check or cash equivalentthe Optionee having an aggregate Fair Market Value, as determined as of the close of business on the day on which such Option is exercised, equal to the Exercise Price, (biii) if permitted by the Board, by delivery of Optionee's promissory note in the amount of the Exercise Price, which note shall provide for full personal liability of the maker and shall contain such other terms and provisions as the Board may determine, (iv) by tender delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay for all Common Stock acquired through such exercise and any tax withholding obligations resulting from such exercise, (v) by the withholding by the Company, or attestation pursuant to a written election delivered by the Optionee to the ownershipadministrator of the Plan on or prior to the date of exercise, from the shares of Common Stock owned by issuable upon any exercise of the Optionee Option that number of shares having a Fair Market Value (as determined by of the Company without regard to any restrictions close of business on transferability applicable the day on which such Option is exercised equal to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (cvi) by constructive delivery of a properly executed notice together with irrevocable instructions to a broker providing for shares of Common Stock held by the assignment to the Company Optionee having an aggregate Fair Market Value, as determined as of the proceeds close of a sale or loan with respect to some or all business on the day of the shares being acquired upon the exercise of the Option (includingexercise, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by effected through providing the Company with a notarized statement on or before the day of exercise attesting to the number of Options exercised divided shares owned by the Fair Market Value at Optionee that will serve as the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawExercise Price payment shares, or (fvii) by any a combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)methods. Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the The Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action exercisable with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period fractions of time necessary to take such actiona share.

Exercise of Option. Subject (a) The Option shall be exercised in the following manner: the Optionee, or the person or persons having the right to exercise the Option upon the death or Disability of the Optionee, shall deliver to the limitations set forth herein and Company a written notice specifying the number of Shares that the Optionee elects to purchase. Until the Company notifies the Optionee to the contrary, the form attached to this Agreement as Annex A shall be used to exercise the Option granted hereunder. The Optionee must include with the notice full payment for any Shares being purchased under an Option. (b) Payment of the Option Exercise Price for any Shares being purchased must be made (i) in cash or by certified or cashier’s check, (ii) by delivering to the PlanCompany a number of Shares (that have been owned without any restrictions by the Optionee for at least six months prior to the date of exercise of the Option or such other period as may be specified by the Committee) equal in value to the aggregate Option Exercise Price for that portion of the Option then being exercised, this or (iii) through a broker’s cashless exercise procedure approved by the Committee. If the Optionee pays by delivering Shares, the Optionee must include with the notice of exercise the certificates for such Shares either duly endorsed for transfer or accompanied by an appropriately executed stock power in favor of the Company. The Shares delivered by the Optionee will be valued by the Company at their Fair Market Value on the day preceding the date of exercise of the Option. (c) Not less than 100 Shares may be purchased at any time upon the exercise of an Option, unless the number of Shares so purchased constitutes the total number of Shares then purchasable under the Option. The Option may be exercised only to purchase whole Shares and in no case may a fractional Share be purchased. (d) The Company may require the Optionee to pay, prior to the delivery of any Shares to which such Optionee shall be entitled upon exercise of an Option, an amount equal to the federal, state and local income taxes and other amounts required by notice provided law to be withheld by the Company with respect to any Option. Such amount shall be paid (i) in cash or by certified or cashier’s check, (ii) by delivering to the Company as set forth in Section 5. The payment a number of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made Shares (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock that have been owned without any restrictions by the Optionee for at least six months prior to the date of exercise of the Option or such other period as may be specified by the Committee) equal in value to the federal, state and local income taxes and other amounts required by law to be withheld by the Company with respect to any Option, or (iii) through a broker’s cashless exercise procedure approved by the Committee. Alternatively, the Optionee may authorize the Company to withhold from the number of Shares he or she would otherwise receive upon exercise of an Option that number of Shares having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by minimum required amount of such tax withholding obligation. Until the number of Options exercised divided by Company notifies the Fair Market Value at the time of exercise, rounded up Optionee to the nearest whole sharecontrary, the form attached to this Agreement as Annex B shall be used to make such election pursuant to this Section 4(d). (e) by such Notwithstanding any other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, provision hereof or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding Plan, no portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause exercisable (di) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise after termination of the Option in accordance with the provisions hereof, (ii) after the Expiration Date hereof, or the issuance of such shares would constitute a violation by the Optionee (iii) at any time unless all necessary regulatory or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan other approvals have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionreceived.

Exercise of Option. (a) Subject to the limitations set forth herein provisions of Paragraphs 2 [and 4] above, the Grantee may exercise the Option with respect to all or any part of the number of Option Shares granted hereunder by giving the Secretary of the Company written notice of intent to exercise, in the Plan, this form attached hereto (the "Notice of Exercise"). The Notice of Exercise shall specify the number of Option may Shares as to which the Option is to be exercised by notice provided to and the Company as set forth in Section 5. The payment date of the Exercise Price for the Common Stock being purchased pursuant to the Option exercise thereof, which date shall be made (a) in cash, by check or cash equivalent, at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon. (b) by tender to the Company, or attestation to the ownership, of Common Stock owned Full payment (in U.S. dollars) by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company Grantee of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase option price for the Option Shares by tendering Common Stock using purchased shall be made on or before the method exercise date specified in the Notice of attestationExercise in cash, or, as and to the Optionee mayextent permitted under the Plan, subject to any such conditions and in compliance with any such procedures as whole or in part through the surrender of previously acquired Shares at their fair market value on the exercise date. [Notwithstanding the foregoing, the Committee may adopt, do so authorize loans by attesting the Company to the ownership Grantee in connection with the exercise of Common Stock an Option, upon such terms and conditions as the Committee, in its sole discretion, deems appropriate. The Committee may also permit the Grantee to exercise an Option through the execution of a promissory note in an amount that is equal to the option price for the Option Shares that the Grantee desires to purchase. Any such promissory note shall provide that interest shall accrue at a rate determined by the Committee, which shall be a rate that is no less than the Applicable Federal Rate (as defined in Section 7872(f)(2) of the requisite valueInternal Revenue Code of 1986, as amended (the "Code")), unless the Committee determines otherwise, and the promissory note shall have such other terms and conditions as the Committee, in which its sole discretion, deems appropriate.] [Note: The foregoing permits exercise of the Option through the execution of a promissory note.] [Except in the case of exercise of the Option as described in Paragraph 4,] on the exercise date specified in the Notice of Exercise or as soon thereafter as is practicable, the Company shall issue or otherwise deliver cause to be delivered to the Optionee upon such exercise Grantee, a number of certificate or certificates for the Option Shares equal to then being purchased (out of theretofore unissued Shares or reacquired Shares, as the result obtained by dividing (aCompany may elect) the excess upon full payment for such Option Shares. The obligation of the aggregate Fair Market Value of the total number shares of Common Stock Company to deliver Shares shall, however, be subject to the Option for which condition that if at any time the Option (Committee shall determine in its discretion that the listing upon any securities exchange or portion thereof) under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised over the purchase price payable necessary or desirable as a condition of, or in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Optionconnection with, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance or purchase of Shares thereunder, the Option may not be exercised in whole or in part unless such shares would constitute a violation by the Optionee listing, registration, qualification, consent or by the Company approval shall have been effected or obtained free of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant conditions not acceptable to the Securities Act Committee. (c) If the Grantee fails to pay for any of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares Option Shares specified in such notice, the time for Notice of Exercise or fails to accept delivery thereof, which would otherwise the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Notice of Exercise as promptly as reasonably practicable, the date of exercise shall be postponed deemed to be the date of exercise of the Option, provided that payment in full for the period Option Shares to be purchased upon such exercise shall have been received by such date. [Note: The following Paragraph permits deferral of time necessary to take such actionShares upon exercise of the Option.]

Exercise of Option. Subject to Until termination of the limitations set forth herein and Option in accordance with ------------------ Section 2 hereof, the Plan, this Option may be exercised by notice provided Optionee (or such other person specified in Section 3 hereof), upon delivery of the following to the Company as set forth at its principal executive offices: a. a written notice of exercise which identifies this Agreement and states the number of Shares (which may not be less than 100, or all of the Shares if less than 100 Shares then remain covered by the Option) then being purchased; b. a check, cash or any combination thereof in Section 5. The the amount of the Option Price (or payment of the Exercise Option Price for in such other form of lawful consideration as the Common Stock being purchased pursuant Committee may approve from time to time under the provisions of Section 8 of the Plan, including without limitation and in the sole discretion of the Committee, i. the assignment and transfer by Optionee to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, Company of outstanding shares of Common Stock owned theretofore held by Optionee; and ii. the surrender of that number of Options necessary (based on the amount that the aggregate fair market value of the Shares covered by the Optionee having Options being surrendered exceeds the aggregate Option Price with respect to such Shares) to pay the Option Price with respect to those Options being exercised, each in a Fair Market Value (manner intended to comply with the provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if applicable). Such shares of Common Stock delivered or Shares covered by Options surrendered in payment of the Option Price shall be valued at fair market value as determined by the Committee in good faith, which determination shall be final, conclusive and binding; c. a check or cash in the amount reasonably requested by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for satisfy the Company) not less than the Exercise Price's withholding obligations under federal, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale state or loan other applicable tax laws with respect to some the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or all in part, of the Option (unless the Committee has determined to allow the Optionee to, and the Optionee elects to, pay such tax by reducing the number of shares being acquired of Common Stock issued upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T for which purpose such shares shall be valued at fair market value as promulgated from time to time determined in good faith by the Board of Governors of the Federal Reserve System)Committee, (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice which determination shall be accompanied by cash final, conclusive and binding) or Common Stock in unless the full amount of all federal Company and state Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other employment taxes applicable income paid to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees thatSubsidiary, unless provided such arrangement satisfy the options requirements of applicable tax laws); and d. a written representation and shares covered undertaking, if requested by the Plan have been registered Company pursuant to the Securities Act of 1933Section 5.b. hereof, as amended, the Company may, at its election, require the Optionee to give a representation in writing in such form and substance satisfactory to as the Company to may require, setting forth the effect that he is acquiring such shares for his own account for investment and not with a view tointent of Optionee, or for sale a Successor, as the case may be, and such other agreements, representations and undertakings as described in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionPlan.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; OR (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option (includingor portion thereof, without limitation, through an exercise complying with title to the provisions of Regulation T as promulgated from time shares shall pass to time by the Board of Governors Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the Federal Reserve System)broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (db) by withholding This Option Shares equal to shall be exercisable in three installments. The first installment shall be exercisable on the Exercise Price multiplied by first anniversary following the Date of Grant for 33% of the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to this Option. Thereafter, on each subsequent anniversary date an installment shall become exercisable for 33% and 34%, respectively, of the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect number of such exercise by (b) the Fair Market Value per share of Common Stock shares subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if until the exercise Option has become fully exercisable. To the extent that any of the above installments is not exercised when it becomes exercisable, it shall not expire, but shall continue to be exercisable at any time thereafter until this Option shall terminate, expire or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation systembe surrendered. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, An exercise shall be postponed for the period of time necessary to take such actionwhole shares only.

Exercise of Option. Subject to the limitations set forth earlier expiration of the Option as herein provided and in subject to the Planterms and conditions contained herein, this the Option may be exercised exercised, by written notice provided (which complies in all respects with the provisions of this Agreement) to the Company as set forth in Section 5. The payment its principal executive office addressed to the attention of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to Secretary of the Company, or attestation at any time and from time to time on and after «GrantDate», such exercise to be effective at the ownership, time of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to receipt of such Common Stock by reason of federal or state securities laws or agreements with an underwriter for written notice at the Company) not less than the Exercise Price’s principal executive office during normal business hours, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the but any exercise of the Option (including, without limitation, through an exercise complying must be for a minimum of 100 shares of Stock and the Option shall only be exercisable in accordance with the provisions attached schedule. Optionee (or the person permitted to exercise the Option in the event of Regulation T as promulgated from time Optionee’s death) shall be and have all of the rights and privileges of a shareholder of record of the Company with respect to time by shares acquired upon exercise of the Option, effective upon such exercise. Further, and notwithstanding anything herein to the contrary, the Compensation Committee of the Board of Governors Directors (“the Committee”) may, in its sole discretion, at any time or times (i) treat the exercise of all or part of the Federal Reserve System)Option then being exercised as the exercise of a stock appreciation right or (ii) cancel all or part of the Option, whether or not then exercisable, by treating such cancellation as being the exercise of a stock appreciation right. In the event the Committee takes such action, the Company shall compute an amount (dthe “Appreciation Amount”) by withholding Option Shares equal to the Exercise Price multiplied by excess (if any) of the aggregate fair market value of the number of Options exercised divided by shares of Stock with respect to which this Option is deemed “exercised” as a stock appreciation right over the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income aggregate purchase price of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price number of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions shares and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver pay to the Optionee upon Optionee, in lieu of his purchasing such exercise a number of Option Shares shares or retaining the option with respect to such shares (as the case may be), cash equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option Appreciation Amount, less any applicable withholdings required for which the Option (federal, state or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionlocal tax purposes.

Exercise of Option. Subject (a) The Participant may exercise the Option with respect to all or any part of the Option Units granted hereunder by giving the Partnership or its delegate notice of intent to exercise, according to procedures established by the Partnership. The notice of exercise shall specify the number of Option Units as to which the Option is to be exercised, the exercise date and other information required by the Partnership or its delegate. (b) Full payment (in U.S. dollars) by the Participant of the exercise price for the Option Units purchased, and the applicable tax withholding amount, to the limitations set forth herein extent required, shall be made on or before the exercise date in cash, or, as and in to the extent permitted by the Committee, the exercise price may be paid by any of the other methods allowed under Section 6(a) of the Plan. (c) As soon as is practicable after the exercise date, this Option may the Partnership shall cause to be exercised by notice provided delivered to the Company Participant the Option Units then being purchased (out of theretofore unissued Units or reacquired Units, as the Partnership may elect) upon full payment for such Option Units. The obligation of the Partnership to deliver Units shall, however, be subject to the conditions set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option Plan (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve Systemunder Section 6(d) thereof), . (d) If the Participant fails to pay for any of the Option Units exercised or fails to accept delivery thereof, the Participant’s right to purchase such Option Units may be terminated by withholding the Partnership. (e) Any exercise of the Option Shares equal may be subject to applicable federal (including FICA), state and local tax withholding, in accordance with Section 8(b) of the Plan. Unless the Committee determines otherwise, the Participant or other person exercising the Option may be required to pay to Atlas the amount of any taxes that Atlas is required to withhold with respect to exercise of the Option. Atlas may also deduct from any compensation or other amounts owing to the Exercise Price multiplied Participant, including by payroll deduction or withholding of Option Units, the number amount of Options exercised divided by any applicable taxes with respect to the Option. If the Committee determines that Option Units may be used to satisfy tax withholding, such Option Units shall be valued based on their Fair Market Value at the time of exercisethe tax withholding is required to be made; provided, rounded up to however, that not more than the nearest whole share, (e) by such other consideration as legally required minimum tax withholding amount may be approved settled by Option Unit withholding. If the Board from time Participant fails to time to the extent permitted by applicable law, or (f) by pay any combination thereof. Such notice shall be accompanied by cash or Common Stock required tax withholding amount in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation manner specified by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of Atlas when the Option is less than exercised, after receiving written notice from Atlas, Atlas is authorized to cancel the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite valueOption, in which case the Company Option shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, be forfeited and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will shall not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionexercisable.

Exercise of Option. Subject (a) The Option shall be exercised in the following manner: the Optionee, or the person or persons having the right to exercise the Option upon the death or Disability of the Optionee, shall deliver to the limitations set forth herein Company written notice, in substantially the form of the notice attached hereto, specifying the number of Option Shares which the Optionee elects to purchase. The Optionee must include with the notice full payment for any Option Shares being purchased under an Option. (b) Payment of the Option Price for any Option Shares being purchased must be made in cash, by certified or cashier's check, or by delivering to the Company Stock which the Optionee already owns or by a cashless exercise procedure. If the Optionee pays by delivering Stock, the Optionee must include with the notice of exercise the certificates for such Stock either duly endorsed for transfer or accompanied by an appropriately executed stock power in favor of the Company. The Stock delivered by the Optionee will be valued by the Company at its Fair Market Value on the day preceding the date of exercise of the Option, and if the value of the Stock delivered by the Optionee exceeds the amount required to be paid pursuant to this Section 4, the Company will provide to the Optionee, as soon as practicable, cash or a check in an amount equal to the Planvalue, this as so determined, of any fractional portion of a share of Stock, and will issue a certificate to the Optionee for any whole share(s) of Stock, exceeding the number of shares of Stock required to pay the Option Price. (c) Not less than 100 Option Shares may be purchased at any time upon the exercise of an Option, unless the number of Option Shares so purchased constitutes the total number of Option Shares then purchasable under the Option. The Option may be exercised by notice provided only to purchase whole shares of Stock, and in no case may a fractional share be purchased. The right of the Optionee to purchase shares of Stock with respect to which the Option has become exercisable may be exercised, in whole or in part at any time or from time to time, prior to the Expiration Date or such earlier date on which the Option terminates. (d) The Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant may require an Optionee to pay, prior to the delivery of any Option Shares to which such Optionee shall be made (a) in cashentitled upon exercise of any Option, by check or cash equivalent, (b) by tender an amount equal to the Companyfederal, or attestation state, local and foreign income taxes and other amounts required by law to the ownership, of Common Stock owned be withheld by the Company with respect to any Option. Alternatively, the Optionee may authorize the Company to withhold from the number of Option Shares he or she would otherwise receive upon exercise of an Option, that number of Option Shares having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionrequired tax.

Exercise of Option. Subject to Notice of the limitations set forth herein and in the Plan, exercise of this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option or any portion thereof shall be made (a) in cash, by check or cash equivalent, (b) by tender given to the Company, or attestation any other employee of the Company or an Affiliate who is designated by the Company to accept such notices on its behalf, specifying the number of shares for which it is exercised; provided, that no partial exercise of this Option may be for fewer than 100 shares unless the remaining shares purchasable are fewer than 100 shares. Payment of the Exercise Price shall be made in full at the time this Option is exercised. Payment shall be made (i) by certified or cashier’s check, (ii) by delivery and assignment to the ownership, Company of Common Stock owned by the Optionee that has a Fair Market Value on the first business day preceding the date this Option is exercised equal to the aggregate purchase price of the Option Shares, (iii) by irrevocably authorizing a third party to sell Option Shares and remit to the Company a sufficient portion of the sale proceeds to pay the purchase price, or (iv) by a combination of (i), (ii) or (iii). The Company will, as soon as reasonably practicable, notify the Optionee of the amount of the minimum withholding tax, if any, that must be collected by the Company under federal, state and local law due to the exercise of this Option. The Optionee shall, prior to receiving the Option Shares purchased under this Option, satisfy the amount of the withholding tax specified in the Company’s notice by (i) certified or cashier’s check, (ii) delivery and assignment to the Company of shares of Common Stock previously owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to of such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Priceamount, (ciii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect Optionee’s election to some or all of require the shares being acquired upon Company to withhold whole Option Shares otherwise deliverable to the Optionee from the exercise of the Option (includingthis Option, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding which Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the have a Fair Market Value of such amount, or (iv) a share combination of Common Stock on the day the Option would otherwise expire as provided in Section 3(a(i), then the Option shall be automatically exercised in full pursuant to clause (dii) above immediately prior to its expirationor (iii). If the Optionee desires to pay the purchase price Certificates for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject delivered in satisfaction of all or a portion of the Exercise Price and the withholding tax shall be appropriately endorsed for transfer and assignment to the Option for which Company. For purposes of determining the Option (or portion thereof) is being exercised over amount, if any, of the purchase price payable in respect Exercise Price satisfied by delivery of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock or the ownership amount of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any tax withholding satisfied by delivery of shares of Common Stock or withholding of Option Shares pursuant to this Option Agreement, if from the exercise of the Option or the issuance of this Option, such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for valued at Fair Market Value on the period first business day preceding the date of time necessary to take such actionexercise.

Exercise of Option. Subject (a) At any time during the period of this Option commencing with the first anniversary of the Date of Grant, the Grantee may purchase up to 33 1/3% of the shares covered by this Option and may purchase up to an additional 33 1/3% on each of the second and third anniversaries from the Date of Grant so that this Option will be fully vested on the third anniversary of the Date of Grant. (b) The Grantee may exercise the Option with respect to all or any part of the number of Option Shares to the limitations set forth herein and in extent then exercisable hereunder, by giving the Plan, this Secretary of CNB written notice of intent to exercise. The notice of exercise shall specify the number of Option may Shares as to which the Option is to be exercised by notice provided to and the Company date of exercise thereof. (c) Upon a termination of the Grantee's employment for any reason other than as set forth in Section 5. The payment 2(ii) of this Agreement, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of termination: (i) the one-year period following the date of the Exercise Price for Grantee's death, in the Common Stock being purchased pursuant to case of the Option shall be made (a) in cash, Grantee's death during his employment by check or cash equivalent, (b) by tender to the CompanyEmployer, or attestation the one-year period following the termination of employment due to the ownership, of Common Stock owned by the Optionee having a Fair Market Value permanent disability (as determined by the Company without regard to Plan) and (ii) the three-month period following the date of such termination in the case of termination of his employment for any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less other than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company death or permanent disability of the proceeds Grantee or pursuant to Section 2(ii) of a sale or loan with respect to some or all this Agreement. A transfer of the shares being acquired upon the exercise Grantee's employment between CNB and any subsidiary of CNB, or between any subsidiaries of CNB, shall not be deemed to be a termination of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), Grantee's employment. (d) by withholding Option Shares equal to the Exercise Price multiplied Full payment (in U.S. dollars) by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price Grantee of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase option price for the Option Shares purchased shall be made (i) in cash (ii) by tendering Common Stock using the method delivery of attestationmature Shares having a Fair Market Value, the Optionee may, subject to any such conditions and in compliance with any such procedures determined as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite valuedate of exercise, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained aggregate option price payable by dividing reason of such exercise, on or before the exercise date specified in the notice of exercise. (ae) On the excess exercise date specified in the Grantee's notice or as soon thereafter as is practicable, CNB shall cause to be delivered to the Grantee a certificate or certificates for the Option Shares then being purchased (out of unissued Stock or reacquired Stock, as CNB may elect) upon full payment for such Option Shares. The obligations of CNB to deliver the aggregate Fair Market Value of the total number shares of Common Stock shall, however, be subject to the Option for which condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option (Shares upon any securities exchange or portion thereof) under any state or federal law, or the consent or approval of any governmental regulatory body, is being exercised over the purchase price payable necessary or desirable as a condition of, or in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Optionconnection with, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance or purchase of the Stock thereunder, the Option may not be exercised in whole or in part unless such shares would constitute a violation by the Optionee listing, registration, qualification, consent or by the Company approval shall have been effected or obtained free of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant conditions not acceptable to the Securities Act Committee. (f) If the Grantee fails to pay for any of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares Option Shares specified in such notice, the time for notice or fails to accept delivery thereof, which would otherwise the Grantee's right to purchase such Option Shares may be terminated by CNB. The date specified in the Grantee's notice as promptly as reasonably practicable, the date of exercise shall be postponed deemed the date of exercise of the Option, provided that payment in full for the period of time necessary Option Shares to take be purchased upon such actionexercise shall have been received by such date.

Exercise of Option. Subject Except as described in Section 4 below, and subject to the limitations set forth herein and in satisfaction of the Plan, this Option may be exercised by notice provided performance criteria applicable to the Company as Option set forth in Section 5. Exhibit A (the “Performance Criteria”), the Option shall vest and become exercisable as follows, provided that the Optionee remains in continuous employment with the Company or an affiliate until such vesting date[s]: (a) The payment Option will vest (i) with respect to one-third of the Exercise Price Option (rounded down to the nearest whole share), on the date that is 18 months after the Award Date, (ii) with respect to one-third of the Option (rounded down to the nearest whole share), on the second anniversary of the Award Date, and (iii) with respect to the remainder of the Option, on the third anniversary of the Award Date; and (b) Notwithstanding Section 3(a), if the Performance Criteria have not been satisfied as of any the vesting dates specified therein, then vesting for the Common Stock being purchased pursuant portion of the Option otherwise scheduled to vest on such vesting date will occur on the fifth business day following the date on which the Performance Criteria are satisfied. Written notice of an election to exercise any portion of the Option shall be given by the Optionee, or his personal representative in the event of the Optionee’s death, in accordance with procedures established by the Company as in effect at the time of such exercise. At the time of exercise of the Option, payment of the purchase price for the shares of Common Stock with respect to which the Option is exercised must be made by one or more of the following methods: (ai) in cash, by check or (ii) in cash equivalentreceived from a broker-dealer to whom the Optionee has submitted an exercise notice and irrevocable instructions to deliver the purchase price to the Company from the proceeds of the sale of shares subject to the Option, (biii) by tender delivery to the Company, or attestation to the ownership, Company of other Common Stock owned by the Optionee having a that is acceptable to the Committee, valued at its Fair Market Value on the date of exercise, or (as determined iv) by certifying to ownership by attestation of such previously owned Common Stock. If applicable, an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to delivery of any certificate for shares of Common Stock must also accompany the exercise. Payment of such taxes shall be made by the Company without regard to any restrictions on transferability applicable to Company’s withholding of such number of shares of Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired otherwise issuable upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares a fair market value equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable tax to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionwithheld.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; or -- (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remix proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option (includingor portion thereof, without limitation, through an exercise complying with title to the provisions of Regulation T as promulgated from time shares shall pass to time by the Board of Governors Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the Federal Reserve System)broker- dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker- dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (db) by withholding This Option Shares equal to shall be exercisable in three installments. The first installment shall be exercisable on the Exercise Price multiplied by 5th of December following Date of Grant for 33% of the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to this option. Thereafter, on each subsequent December 5th an installment shall become exercisable for 33% and 34%, respectively, of the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect number of such exercise by (b) the Fair Market Value per share of Common Stock shares subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if until the exercise Option has become fully exercisable. To the extent that any of the above installments is not exercised when it becomes exercisable, it shall not expire, but shall continue to be exercisable at any time thereafter until this Option shall terminate, expire or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation systembe surrendered. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, An exercise shall be postponed for whole shares only. (c) This Option shall not be exercised prior to six months after the period Date of time necessary to take such actionGrant.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised by notice provided during the Option Period (as defined in Section 1.4) only to the Company as set forth in Section 5. The payment extent of the Exercise Price for the Common Stock being purchased number of Option Shares that are then vested ("Vested Shares") as determined pursuant to the Option shall be made (a) in cash, by check or cash equivalent, vesting schedule attached hereto as Schedule I. (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan The Option may be exercised with respect to some all or all any portion of the shares being acquired Vested Shares at any time during the Option Period by the delivery to the Corporation, at its principal place of business, of (i) a written notice of exercise, in substantially the form attached hereto as Exhibit A (or as otherwise permitted by the Committee), which shall be delivered to the Corporation no earlier than thirty (30) days and no later than ten (10) days (or such lesser number of days as permitted by the Committee) prior to the date upon the which Optionee desires to exercise all or any portion of the Option (including, without limitation, through an exercise complying with the provisions "Exercise Date"); (ii) a certified check payable to the Corporation in the amount of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided Option Shares being purchased (the "Purchase Price") or, at the discretion of the Committee, by the delivery of a number of shares of Stock having a Fair Market Value as of the Exercise Date at the time of exercise, rounded up least equal to the nearest whole share, Purchase Price; and (eiii) by such other consideration as may be approved by the Board from time to time a certified check payable to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock Corporation in the full amount of all federal and withholding tax obligations (whether federal, state withholding or other employment taxes applicable to local), imposed on the taxable income Corporation by reason of the exercise of the Option, or the Withholding Election described in Section 1.2(c). Upon acceptance of such notice, receipt of payment in full, and receipt of payment of all withholding tax obligations, the Corporation shall cause a certificate representing the shares of Stock purchased to be issued and delivered to Optionee. (c) In lieu of paying the withholding tax obligation in cash, as described in Section 1.2(b)(iii), Optionee resulting from such may elect to have the actual number of shares issuable upon exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than reduced by the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a smallest number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number whole shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise which, when multiplied by (b) the Fair Market Value per share of Common the Stock subject as of the Exercise Date, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Corporation by reason of the exercise hereof (the "Withholding Election"). The Withholding Election must be made by executing and delivering to the OptionCorporation a properly completed Notice of Withholding Election, and in substantially the Optionee may retain the shares form of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option Exhibit B attached hereto (or the issuance of such shares would constitute a violation as otherwise permitted by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionCommittee).

Exercise of Option. Subject On or after the vesting of any portion of this Option in accordance with Sections 2 or 8 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by Optionee (or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the limitations set forth herein Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); (b) the exercise price by delivery of one of the following: (i) a check or cash in the Planamount of the Exercise Price; (ii) by “net exercise” pursuant to which the Company will reduce the number of Shares to be issued upon exercise by the number of Shares having an aggregate Fair Market Value as of the date of exercise equal to (x) the total Exercise Price plus (y) the amount of any required withholding taxes. The Shares used to pay the Exercise Price and any required withholding taxes under this “net exercise” provision shall be considered to have resulted from the exercise of this Option, and accordingly, this Option will not again be exercisable with respect to such Shares, as well as any Shares actually delivered to Optionee; or (iii) such other form of lawful consideration as the Administrator may be exercised by notice provided approve from time to time under the Company as set forth in Section 5. The payment Plan; (c) a check, cash or delivery of the Exercise Price for the Common Stock being purchased shares pursuant to (b)(ii) above, in the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined amount reasonably requested by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for satisfy the Company) not less than the Exercise Price’s withholding obligations under federal, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale state or loan other applicable tax laws with respect to some the taxable income, if any, recognized by Optionee in connection with the exercise of this Option; and (d) any agreement, statement or all other evidence that the Company may require to satisfy itself that the issuance of the shares being acquired Shares upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors and any subsequent resale of the Federal Reserve System), (dShares) by withholding Option will be in compliance with applicable laws and regulations. The Shares equal to the Exercise Price multiplied by the number issued upon exercise of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant transferred to clause (d) above immediately prior to its expiration. If Optionee on the Optionee desires to pay records of the purchase price for Company or of the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in transfer agent upon compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock satisfaction of the requisite value, Administrator with all requirements under applicable laws or regulations in which case connection with such transfer and with the Company shall issue or otherwise deliver to requirements of this Agreement and the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess Plan. The determination of the aggregate Fair Market Value of the total number shares of Common Stock subject Administrator as to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, compliance shall be postponed for the period of time necessary to take such actionfinal and binding on Optionee.

Exercise of Option. Subject The Optionee, from time to time during the limitations set forth herein and in period when the PlanOption hereby granted may by its terms be exercised, this may exercise the Option may be exercised by notice provided delivering to the Company as set forth in Section 5a written notice signed by the Optionee stating the number of shares that the Optionee has elected to purchase and the manner of payment for such shares. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option notice shall be made accompanied by payment in full by (a) in cashcash or check, by check or cash equivalentor, (b) by tender to the Company, or attestation to the ownership, delivery of shares of Common Stock owned by the Optionee having a Fair Market Value Shares, duly endorsed for transfer (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Priceduly executed stock powers attached), (c) Optionee’s written request that the Company withhold a number of the Common Shares being acquired by delivery of Optionee having a properly executed notice together with irrevocable instructions to a broker providing for the assignment fair market value equal to the Company of the proceeds of a sale or loan with respect cash exercise price thereof, such fair market value to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T be determined in such reasonable manner as promulgated may be provided from time to time by the Board Committee or as may be required in order to comply with or to conform to the requirements of Governors of the Federal Reserve System), any applicable or relevant laws or regulations or (d) by withholding Option Shares any combination of the foregoing, for an amount equal to the Exercise Price multiplied purchase price of the shares then to be purchased (including any withholding taxes as determined by the number Committee). Common Shares surrendered as payment for shares purchased pursuant to the exercise of Options exercised divided this Option will be valued, for such purposes, at fair market value (as determined by the Fair Market Value at Committee) on the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income date of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)exercise. Notwithstanding As soon as practicable after receipt of the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise the shares in the name of the Optionee and deliver the certificates therefor to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attestedOptionee. Notwithstanding anything Anything to the contrary contained hereinherein notwithstanding, the Optionee agrees that he will not exercise Company’s obligation to sell and deliver Common Shares under this Option is subject to such compliance with Federal and state laws, rules and regulations applying to the Option granted pursuant heretoauthorization, and issuance or sale of securities as the Company will deems necessary or advisable. The Company shall not be obligated required to issue any Option Shares sell and deliver stock pursuant to this Option Agreement, if hereto unless and until it receives satisfactory proof that the exercise provisions of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, 1933 or the Company may, at its election, require Securities Exchange Act of 1934 or the Optionee to give a representation in writing in form rules and substance satisfactory to regulations of the Company to Securities and Exchange Commission promulgated thereunder or the effect that he is acquiring such shares for his own account for investment and not with a view toprovisions of any state law governing the sale of securities, or for sale in connection with, that there has been compliance with the distribution provisions of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such noticeacts, the time for delivery thereofrules, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionregulations and state laws.

Exercise of Option. Subject to Section 3(a), the limitations set forth herein and Vested Portion of the Option may be exercised, by the Employee or the individual having the right to exercise the Option in accordance with Section 3(c)(vi), by delivering to the PlanCorporation at its principal office written notice of intent to so exercise; provided, this that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by notice provided to payment in full of the Company as set forth in Section 5Option Price. The payment of the Exercise Option Price for may be made at the Common Stock being purchased pursuant election of the Employee: (A) in cash or its equivalent (e.g., by check); (B) to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned extent permitted by the Optionee Committee, in Shares having a Fair Market Value (equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as determined may be imposed by the Company without regard Committee; provided, that such Shares have been held by the Employee for no less than six months (or such other period as established from time to any restrictions on transferability applicable time by the Committee in order to avoid adverse accounting treatment applying US GAAP); (C) partly in cash and, to the extent permitted by the Committee, partly in such Common Stock by reason of federal or state securities laws or agreements with an underwriter Shares, as described in clause (B), above; or (D) if there is a public market for the Company) not less than Shares at the Exercise Pricetime of exercise, (c) subject to rules and limitations established by the Committee or the Board, through the delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired sell Shares obtained upon the exercise of the Option (including, without limitation, through and to deliver promptly to the Corporation an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors amount out of the Federal Reserve System), (d) by withholding Option Shares proceeds of such Sale equal to the Exercise aggregate Option Price multiplied by for the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up Shares being purchased. The purchased Shares shall be delivered to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawEmployee, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable individual having the right to exercise the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a3(b)(vi), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the soon as administratively feasible following exercise of the Option or Option. No fractional Shares will be issued upon exercise of the issuance of such shares would constitute a violation Option; unless otherwise determined by the Optionee or by Committee, the Company cash equivalent of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise fractional Share will be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionpayable upon exercise.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock Option Shares being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (fe) by any combination thereof. Such notice For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the valued at its Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expirationdate of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amendedamended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; OR (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option (includingor portion thereof, without limitation, through an exercise complying with title to the provisions of Regulation T as promulgated from time shares shall pass to time by the Board of Governors Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the Federal Reserve System)broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (db) Notwithstanding provisions for regular exercise, if more than 80% of the aggregate value of all classes of Company common stock is owned, directly or indirectly, by withholding Option Shares RJR Nabisco Holdings Corp. on the date of exercise then the Company may, in its absolute discretion, make a cash payment to the Optionee, net of taxes, equal to the Exercise Price multiplied by product of (x) and (y), where (x) is the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price excess of the outstanding portion of the Option is less than the Fair Market Value of a share fair market value of Common Stock on the day date of exercise over the Option would otherwise expire as provided exercise price, and (y) is the number of shares subject to the Option(s) being exercised. Such cash payment shall be in Section 3(alieu of delivery of shares. (c) Subject to Sections 2(b), then the 2(d), and 4, this Option shall be automatically exercised vested in full pursuant to clause (d) above immediately prior to its expirationthree installments. If The first installment shall be vested on the Optionee desires to pay 1st of January following the purchase price Date of Grant for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock 33% of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to this Option. Thereafter, on each subsequent January 1st an installment shall become vested for 33% and 34%, respectively, of the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect number of such exercise by (b) the Fair Market Value per share of Common Stock shares subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if until the exercise Option has become fully vested. To the extent that any portion of the Option is not exercised, it shall not expire, but shall continue to be vested at any time thereafter until this Option shall terminate, expire or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation systembe surrendered. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, An exercise shall be postponed for whole shares only. (d) This Option shall not be exercised prior to 36 months after the period Date of time necessary to take such actionXxxxx.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this (a) The Option may be exercised with respect to vested Option Shares, from time to time, in whole or in part (but with respect to whole shares only), by delivery of a written notice provided (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Option Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee's estate, include appropriate proof of the right of such person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Option Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company as set forth in Section 5. The payment may reasonably require. (b) Payment of the Exercise Price for the Common Stock being Option Shares to be purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option shall be made, in full, by: (includingi) certified or bank cashier's check payable to the order of the Company, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time (ii) unless otherwise determined by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value Committee at the time of exercise, rounded up in the form of shares of Stock already owned by the Optionee that have a Fair Market Value on the date of surrender equal to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the aggregate Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire Shares as provided in Section 3(a), then the to which such Option shall be automatically exercised in full pursuant to clause exercised, (diii) above immediately prior to its expiration. If unless otherwise determined by the Optionee desires to pay Committee at the purchase price time of exercise, authorization for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject Company to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise withhold a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price otherwise payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option having a Fair Market Value less than or equal to the issuance aggregate Exercise Price, (iv) any other form of such shares would constitute a violation consideration approved by the Optionee or Committee and permitted by the Company of any provision of any applicable law or regulation (v) any combination of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by foregoing. (c) As a condition of delivery of the Plan have been registered pursuant to the Securities Act of 1933, as amendedOption Shares, the Company may, at its election, shall have the right to require the Optionee to give a representation in writing in form and substance satisfactory remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Optionee may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Stock or by delivering already owned unrestricted shares of Stock, in each case, having a value equal to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution minimum amount of such shares or any part thereof. If any law or regulation requires the Company tax required to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionwithheld.

Exercise of Option. Subject While this Option remains exercisable, the Optionee may exercise a vested portion of the Option by delivering to the limitations set forth herein and Corporation or its designee in the Planform and at the location specified by the Corporation, this Option may be exercised by notice provided stating the Optionee's intent to exercise a specified number of shares subject to the Company Option and payment of the full Exercise Price for the specified number of shares. The payment for the full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the order of the Corporation, (iii) in whole or in part in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value, or (iv) if available to the Optionee, by "cashless exercise", by the Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith. Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation. The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full of the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashII above, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire except as provided in Section 3(a)IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, then the Option Corporation shall be automatically exercised issue certificates in full pursuant accordance with the terms of this Agreement, or cause the Corporation’s transfer agent to clause (d) above immediately prior to its expiration. If make the Optionee desires to pay the purchase price necessary book entries, for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which exercised portion of the Option (or portion thereof) is being exercised over Option. However, the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject Corporation shall not be liable to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained hereinOptionee, the Optionee agrees that he will not exercise Optionee's personal representative, or the Option granted pursuant heretoOptionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise loss of the Option certificates, or any mistakes or errors in the issuance of such shares would constitute a violation by the Optionee certificates or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tomaking book entries, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actioncertificates themselves.

Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cashShares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by check or cash equivalent, (b) by tender to the Company, or attestation specifying the number of shares to the ownership, be purchased. The notice of Common Stock owned by the Optionee having a Fair Market Value exercise shall be accompanied by (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Companyi) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment tender to the Company of cash for the proceeds full purchase price of a sale or loan the shares with respect to some which such Option or all portion thereof is exercised; OR (ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares being acquired by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to xxxx said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option (includingor portion thereof, without limitation, through an exercise complying with title to the provisions of Regulation T as promulgated from time shares shall pass to time by the Board of Governors Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the Federal Reserve Systembroker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (b) Subject to Section 2(c), (d) by withholding this Option Shares equal to shall be vested in three installments. The first installment shall be vested on the Exercise Price multiplied by first anniversary following the Date of Grant for 33% of the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to this Option. Thereafter, on each subsequent anniversary date an installment shall become vested for 33% and 34%, respectively, of the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect number of such exercise by (b) the Fair Market Value per share of Common Stock shares subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if until the exercise Option has become fully vested. To the extent that any of the above installments is not exercised when it becomes vested, it shall not expire, but shall continue to be exercisable at any time thereafter until this Option shall terminate, expire or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation systembe surrendered. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, An exercise shall be postponed for whole shares only. (c) Except as provided in Section 3, this Option shall not be exercised prior to 36 months after the period Date of time necessary to take such actionGrant.

Exercise of Option. Subject Any Options (or any part or installment thereof) may be exercised, prior to the limitations set forth herein and in the PlanTermination Date, this Option may be exercised by giving written notice provided to the Company at its principal office address. Such notice shall identify the Options being exercised and specify the number of shares as set forth in Section 5. The to which such Options are being exercised, accompanied by full payment of the Exercise Price for purchase price in any of the following ways: (i) in U.S. dollars in cash or by check, bank draft or money order; (ii) by the surrender of all or part of options to purchase Common Stock (including Options being purchased pursuant exercised) with an aggregate net value equal to the Option shall be made aggregate exercise price; (a) in cash, by check or cash equivalent, (biii) by the tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject with an aggregate value equal to the Option for which the Option exercise price; or (or portion thereofiv) is being exercised over the purchase price payable in respect by a combination of such exercise by (bi), (ii) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system(iii) above. The Optionee agrees that, unless holder of Options shall not have the options and shares covered by the Plan have been registered pursuant to the Securities Act rights of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action shareholder with respect to the shares specified covered by his, her or its Options until the date of issuance of a stock certificate for such shares. Except as expressly provided in such noticeSection 11 below with respect to changes in capitalization and stock dividends, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, no adjustment shall be postponed made for dividends or similar rights for which the period record date is before the date such stock certificate is issued. After the exercise of time necessary Options, a certificate or certificates representing the Option Shares so purchased shall, within a reasonable time, be issued in the Optionee's name and delivered to take such actionthe Optionee, subject to compliance with applicable securities laws. Upon a partial exercise of the Options, this Agreement shall be automatically amended to reduce the number of Option Shares covered by this option by the number of Option Shares so purchased without the necessity of the execution of a new agreement or a formal written amendment of this Agreement. The proceeds received by the Company from the sale of shares pursuant to Options granted under this Agreement shall be used for general corporate purposes.

Exercise of Option. (a) Subject to the limitations set forth herein provisions of this Agreement and in the Plan, this Employee may exercise the Option may be exercised in whole or in part at any time before the expiration of the Option by notice provided delivering to the Company as set forth a written notice of exercise specifying the number of whole shares to be purchased in Section 5. The payment multiples of 1,000 and the effective date of the Exercise Price for exercise (which shall be a date coinciding with or following the Common Stock being purchased pursuant to Company's receipt of such notice). (b) Any written notice of exercise of the Option shall be accompanied by payment of the Purchase Price (as determined in accordance with Section 3 hereof) for the Option Shares being purchased. Such payment shall be made (a) in cash, unless an alternative method of payment under paragraph 2(c) below is approved in advance by check the Committee. The Committee may establish such other payment terms as it deems appropriate. As soon as practicable after receipt of payment, the Company shall deliver to Employee a certificate or cash equivalentcertificates representing the number of Option Shares purchased. (c) To the extent approved by the Committee in advance under Section 2(b) hereof and otherwise permitted under applicable laws and regulations and under the Plan, Employee may make payment of the Purchase Price for the Option Shares being purchased by means of a "cashless exercise" of the Option. The cashless exercise shall be effected by either: (bi) by tender Employee's surrendering to the Company or the Company, or attestation to 's withholding from the ownership, Employee shares of Common Stock owned by the Optionee having with a Fair Market Value equal to the Purchase Price (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter defined below) for the CompanyOption Shares being purchased and any additional costs and expenses associated with the cashless exercise; or (ii) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions Employee's delivering to a broker providing for the assignment instructions to the Company sell a sufficient number of the proceeds of a sale or loan with respect to some or all of the shares Option Shares being acquired purchased upon the exercise of the Option (including, without limitation, through an exercise complying to cover the Purchase Price thereof and any additional costs and expenses associated with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of cashless exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. Subject (a) The Grantee may exercise the Option upon tender to the limitations set forth herein and Secretary of Alliance of full payment of the Option Price, with respect to all or any part of the number of Option Shares then exercisable in accordance with the Plan, this Option may be exercised by notice provided to the Company as vesting schedule set forth in Section 5Schedule I, and a Notice of Exercise in the form of Schedule II to this Agreement. The payment Notice of Exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be no earlier than the date of the Exercise Price for the Common Stock being purchased pursuant to Secretary’s receipt of the Option shall be made (a) in cash, by check or cash equivalent, Price and such Notice of Exercise. (b) by tender to the Company, or attestation to the ownership, of Common Stock owned Payment (in U.S. dollars) by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise Grantee of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using purchased shall be made in cash, or, with the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock prior written consent of the requisite valueCommittee, in which case whole or in part through the Company shall issue or otherwise deliver to the Optionee upon such exercise a number surrender of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number previously acquired shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect shares that would otherwise be acquired upon exercise of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, at their fair market value on the exercise date. Payment of the Option Price may also be made in accordance with any broker-assisted cashless exercise procedures approved by Alliance and as in effect from time to time. On the Optionee may retain exercise date specified in the shares of Common Stock Grantee’s notice or as soon thereafter as is practicable, Alliance shall cause the ownership of which is attested. Notwithstanding anything Option Shares then being purchased to be issued and a certificate or certificates for the Option Shares to be delivered to the contrary contained hereinGrantee. If at any time the Committee shall determine in its discretion, that the Optionee agrees that he will not exercise the Option granted pursuant heretolisting, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise registration or qualification of the Option or the issuance of such shares would constitute a violation by Option Shares upon any securities exchange or under any state or federal law, or the Optionee consent or by the Company of any provision of any law or regulation approval of any governmental authority regulatory body, is necessary or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, desirable as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view tocondition of, or for sale in connection with, the distribution Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part nor may stock be delivered, unless such shares listing, registration, qualification, consent or approval shall have been effected or obtained free of any part thereof. If any law or regulation requires the Company to take any action with respect conditions not acceptable to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionCommittee.

Exercise of Option. Subject to the limitations set forth The Option shall be exercisable as specified herein and in the Plan, this Option may be exercised by notice provided to the Company as set forth in Section 5. The payment Payment of the Exercise Price for the Common Stock being purchased pursuant number of shares as to which the Option shall is being exercised may be made (ai) in cash, by check or cash equivalent, (bii) by tender to the Company, or attestation to the ownership, in shares of Common Stock owned held by the Optionee having a Fair Market Value (an aggregate fair market value, as determined by as of the Company without regard close of business on the day on which such Option is exercised, equal to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (ciii) if permitted by the Board, by delivery of Optionee's promissory note in the amount of the Exercise Price, which note shall provide for full personal liability of the maker and shall contain such other terms and provisions as the Board may determine, (iv) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to promptly deliver to the Company the amount of the proceeds of a sale or loan with respect proceeds necessary to some or pay for all Common Stock acquired through such exercise and any tax withholding obligations resulting from such exercise, (v) by the withholding by the Company, pursuant to a written election delivered by the Optionee to the administrator of the Plan on or prior to the date of exercise, from the shares being acquired of Common Stock issuable upon the any exercise of the Option that number of shares having a fair market value as of the close of business on the day on which such Option is exercised equal to such Exercise Price, (including, without limitation, through an exercise complying with the provisions vi) by constructive delivery of Regulation T as promulgated from time to time shares of Common Stock held by the Board of Governors Optionee having an aggregate fair market value, as determined as of the Federal Reserve System)close of business on the day of exercise, (d) by withholding Option Shares equal to the Exercise Price multiplied by effected through providing the Company with a notarized statement on or before the day of exercise attesting to the number of Options exercised divided shares owned by the Fair Market Value at Optionee that will serve as the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable lawExercise Price payment shares, or (fvii) by any a combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8)methods. Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the The Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action exercisable with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period fractions of time necessary to take such actiona share.

Exercise of Option. Subject to On or after the limitations set forth herein and in the Plan, vesting of any portion of this Option in accordance with Sections 2 or 9 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by notice provided Optionee (or, after his or her death, by the person designated in Section 6 below) upon delivery of the following to the Company as set forth in Section 5. The at its principal executive offices: (a) A written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); (b) A payment of the Exercise Price exercise price for Shares the Common Stock being purchased Optionee is purchasing, to the extent permitted by law, in one of the following forms: i. A check or cash; ii. Only to the extent that the Option granted is a Nonqualified Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise of the Option by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price. The Optionee must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment; iii. By delivery to the Company (either by actual delivery or attestation) of previously owned Shares that are owned free and clear of any liens, claims, encumbrances or security interests. The Fair Market Value of the Shares will be determined as of the effective date of the option exercise. The Option may not be exercised by delivery to the Company of previously owned Shares if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s Share; or iv. A combination of (i), (ii) but only to the extent that the Option granted is a Nonqualified Option or (iii) above. (c) Payment of the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise of this Option. The Optionee may arrange to pay any withholding taxes that may be due as a result of the Option exercise pursuant to the Option shall be made following methods, in accordance with the terms of the Plan: (ai) in cash, by check payment by cash or cash equivalentcheck, (bii) by tender the withholding of Shares issuable upon exercise of this Option with a Fair Market Value no greater than the minimum amount required to the Companybe withheld by law, or attestation to (iii) by the ownership, delivery of Common Stock Shares previously owned by the Optionee having with a Fair Market Value no greater than the minimum amount required to be withheld by law. The Fair Market Value of withheld or surrendered Shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes; and (as determined by d) Any agreement, statement or other evidence that the Company without regard may require to any restrictions on transferability applicable to such Common Stock by reason satisfy itself that the issuance of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired Shares upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors and any subsequent resale of the Federal Reserve System), (dShares) by withholding Option will be in compliance with applicable laws and regulations. The Shares equal to the Exercise Price multiplied by the number issued upon exercise of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant transferred to clause (d) above immediately prior to its expiration. If Optionee on the Optionee desires to pay records of the purchase price for Company or of the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in transfer agent upon compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock satisfaction of the requisite value, Administrator with all requirements under applicable laws or regulations in which case connection with such transfer and with the Company shall issue or otherwise deliver to requirements of this Agreement and the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess Plan. The determination of the aggregate Fair Market Value of the total number shares of Common Stock subject Administrator as to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, compliance shall be postponed for the period of time necessary to take such actionfinal and binding on Optionee.

Exercise of Option. Subject (a) To exercise the Option, you must deliver a completed copy of the attached Option Exercise Form to the limitations set forth herein and in address indicated on the PlanForm, this specifying the number of Option may be exercised by notice provided to the Company Shares being purchased as set forth in Section 5. The a result of such exercise, together with payment of the Exercise Price full option price for the Common Stock Option Shares being purchased pursuant and the applicable income tax withholding obligation. Unless otherwise agreed to by the Option shall Committee, payment of the option price and tax withholding obligation must be made (a) in cashcash or by cashier's check; provided, however, that with prior approval of the Committee, and subject to applicable laws and regulations, payment of such option price and/or tax withholding may instead be made, in whole or in part, by check or cash equivalent, (bA) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of a promissory note in a form and amount satisfactory to the proceeds Committee, provided that the principal amount of a sale or loan with respect to some or all such note shall not exceed the excess of such aggregate option price and tax withholding obligation over the aggregate par value of the purchased Option Shares; (B) to the extent not in violation of any instrument or agreement to which the Company is a party, by delivery of shares being acquired upon of Common Stock (not subject to any security interest or pledge) valued at Fair Market Value at time of exercise, not to exceed the aggregate exercise price and minimum tax withholding obligation; (C) by one or more forms of "cashless exercise" of the Option (Option, including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or be otherwise deliver to the Optionee upon such exercise a issued that number of Option Shares equal needed to pay the exercise price and/or minimum tax withholding; or (D) a combination of one or more of the foregoing, or in any other form of payment acceptable to the result obtained by dividing (a) Committee. The Committee reserves the excess of the aggregate Fair Market Value of the total number right to require that any shares of Common Stock subject delivered by the Optionee in full or partial payment of the exercise price and/or tax withholding to be limited to those shares already owned by the Option Optionee for which the Option at least six (or portion thereof6) is being exercised over the purchase price payable in respect of such exercise by months. (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to in this Option Agreement, if the no shares of stock purchased upon exercise of the Option Option, and no certificate representing such shares, shall be issued or the issuance of delivered if (1) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed, or (2) in the opinion of counsel to the Company, such issuance or delivery would constitute (i) cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a violation by party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Optionee Company, or (ii) require registration (apart from such registrations as have been theretofore completed by the Company of covering such shares) under any provision of any law federal, state or regulation of any governmental authority other securities or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such actionsimilar law.

Exercise of Option. Subject to the limitations set forth herein and (a) The Option shall be exercised in the Planfollowing manner: the Optionee, this or the person or persons having the right to exercise the Option may be exercised by notice provided upon the death or Permanent Disability (as defined below) of the Optionee, shall deliver to the Company as set forth in Section 5a written notice specifying the number of Option Shares that the Optionee elects to purchase. The Optionee must include with the notice full payment for any Option Shares being purchased under an Option. (b) Payment of the Option Exercise Price for the Common Stock any Option Shares being purchased pursuant to the Option shall must be made either (ai) in cash, by certified check or cash equivalent, by cashier’s check or (bii) by tender to through the Company, or attestation to the ownership, delivery of Common Stock Shares owned by the Optionee for at least six months prior to the date of exercise having a Fair Market Value (as determined by equal to the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Option Exercise Price, . (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the The Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory remit to the Company prior to the effect that he is acquiring delivery of any Option Shares to which such shares for his own account for investment Optionee shall be entitled upon exercise of the Option, an amount in cash equal to the amount of any federal, state and not with a view to, or for sale in connection withlocal tax required to be withheld. With the approval of the Committee, the distribution of such shares or any part thereof. If any law or regulation requires Optionee may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares having a value equal to take any action the amount of tax to required to be withheld. Such Shares shall be valued at their Fair Market Value on the date of which the amount of tax required to be withheld is determined (the “Tax Date”). Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares specified in such noticeto be delivered pursuant to the Option. (d) Notwithstanding any other provision hereof or of the Plan, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, no portion of this Option shall be postponed for exercisable (i) after its termination in accordance with the period of time necessary to take such actionprovisions hereof or (ii) after the Expiration Date hereof.