Common use of Exercise of Options Clause in Contracts

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) Notwithstanding anything to the Plan contrary contained in this Agreement, the Option shall become exercisable with respect to 100,000 Shares (the “Initial Option Shares”) commencing on the date hereof and with respect to the remaining 100,000 Shares (the “Additional Option Shares”) commencing on the date which is the sixth month anniversary of the Date of Grant (the “Six Month Date”), provided that Optionee is employed by the Company on the Six Month Date. For the avoidance of doubt, in the event Optionee is not in the employ of the Company on the Six Month Date, the Option with respect to the Additional Option Shares will expire and terminate in full and Optionee will not have any right to exercise the Option to purchase any of the Additional Option Shares. (b) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, exercised and (ii) with the consent this Agreement. (c) The form of payment of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment Exercise Price for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an each exercise of the Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on paid in full at the books time of each purchase in one or a combination of the Company. No person exercising an Option shall have any following methods: (i) cash; (ii) check (subject to collection); (iii) in the discretion of the rights Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which (A) have a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to Fair Market Value on the date of such issuance.surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised and

Exercise of Options. Options granted under (a) Notwithstanding anything to the Plan contrary contained in this Agreement, the Option shall become exercisable according to the following schedule, provided that the Optionee is employed by the Company on such dates: 1-year anniversary of the Date of Grant 375,000 shares 2-year anniversary of the Date of Grant 375,000 shares 3-year anniversary of the Date of Grant 375,000 shares 4-year anniversary of the Date of Grant 375,000 shares (b) Notwithstanding the foregoing, upon a termination of the Optionee’s employment without Cause by the Company, additional vesting shall occur as set forth in Section 3(c) of Optionee’s Employment Agreement. (c) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (c) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made price of the Shares as to which the Option is being exercised; and (iB) have been owned of record by Optionee for at least six months; (iv) in cash or by certified check or bank check, (ii) with the consent discretion of the Board or the Committee, commencing upon the date on which all of the Shares subject to the Option are exercisable in accordance with the exercise schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such number of Shares having a Fair Market Value on the date of such cashless exercise equal to the difference between: (A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and (B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or (v) in the discretion of the Committee, but, in all cases, subject to applicable law, by: (A) delivery to the Company of a promissory note in favor of the Company upon containing such terms and conditions as determined by the Board Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); (B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (C) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (iiie) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as Optionee shall not be considered a record holder of the date of tender), or (iv) with the consent of the Board or the Committee, Shares so purchased for any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to purpose until the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office on which Optionee is actually recorded as the Committee may from time to time direct, and shall be holder of such Shares in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books records of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) Notwithstanding anything to the Plan contrary contained in this Agreement, the Option shall become exercisable with respect to 75,000 Shares (the “Initial Option Shares”) commencing on the date which is six months following the Date of Grant (the “Six Month Date”), provided that Optionee is employed by the Company on the Six Month Date, and with respect to the remaining 75,000 Shares (the “Additional Option Shares”) commencing on the date which is the one year anniversary of the Date of Grant (the “One Year Date”), provided that Optionee is employed by the Company on the One Year Date. For the avoidance of doubt, in the event Optionee is not in the employ of the Company on the Six Month Date, the Option will expire and terminate in full and Optionee will not have any right to exercise the Option to purchase any of the Initial Option Shares or Additional Option Shares; and, in the event Optionee is in the employ of the Company on the Sixth Month Date but not in the employ of the Company on the One Year Date, the Option will expire and terminate with respect to the Additional Option Shares and Optionee will not have any right to exercise the Option to purchase any of the Additional Option Shares. (b) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, exercised and (ii) with the consent this Agreement. (c) The form of payment of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment Exercise Price for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an each exercise of the Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on paid in full at the books time of each purchase in one or a combination of the Company. No person exercising an Option shall have any following methods: (i) cash; (ii) check (subject to collection); (iii) in the discretion of the rights Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which (A) have a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to Fair Market Value on the date of such issuance.surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised and

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving delivery of written notice of exercise to the Company, specifying Company setting forth the number of Shares shares of Stock with respect to which the Option is to be purchasedexercised, accompanied by payment of the full purchase option price for the Shares being purchased. Full payment of such purchase price shares, which payment shall be made within five (5) business days following made, subject to the date alternative provisions of exercise and shall be made (i) this Section, in cash or by certified check or bank checksuch cash equivalents, (ii) with payable to the consent order of the Board Company in an amount in United States dollars equal to the option price of such shares, as the Committee in its sole and absolute discretion shall consider acceptable. Such notice shall be delivered in person to the Secretary of the Company or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, in which case delivery shall be deemed made on the date such notice is deposited in the mail. Alternatively, if the Option Agreement so specifies, and subject to such rules as may be established by the Committee, by delivery of a promissory note in favor payment of the option price may be made through a so-called "cashless exercise" procedure, under which the Optionee shall deliver irrevocable instructions to a broker to sell shares of Stock acquired upon exercise of the Option and to remit promptly to the Company upon a sufficient portion of the sale proceeds to pay the option price and any tax withholding resulting from such terms and conditions as determined exercise. Alternatively, payment of the option price may be made, in whole or in part, in shares of Stock owned by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii)Optionee; provided, however, that payment the Optionee may not be pursuant to make payment in shares of Stock that he acquired upon the earlier exercise of any ISO (iiior other "incentive stock option"), unless and until he has held the shares until at least two (2) above unless years after the date the ISO (or such other incentive stock option) was granted and at least one (1) year after the date the ISO (or such other option) was exercised. If payment is made in whole or in part in shares of Stock, then the Optionee shall have owned deliver to the Shares being tendered Company in payment for of the option price of the shares with respect of which such Option is exercised (a) certificates registered in the name of such Optionee representing a period number of at least six months prior to shares of Stock legally and beneficially owned by such Optionee, free of all liens, claims and encumbrances of every kind, and having a fair market value on the date of delivery of such notice equal to the option price of the shares of Stock with respect to which such Option is to be exercised, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares of Stock represented by such certificates; and (b) if the option price of the shares with respect to which such Option is to be exercised exceeds such fair market value, cash or such cash equivalents payable to the order to the Company, in an amount in United States dollars equal to the amount of such excess, as the Committee in its sole and absolute discretion shall consider acceptable. Notwithstanding the foregoing provisions of this Section, the Committee, in its sole and absolute discretion (i) may refuse to accept shares of Stock in payment of the option price of the shares of Stock with respect to which such Option is to be exercised and, in that event, any certificates representing shares of Stock which were delivered to the Company with such written notice shall be returned to such Optionee together with notice by the Company to such Optionee of the refusal of the Committee to accept such shares of Stock and (ii) may accept, in lieu of actual delivery of stock certificates, an attestation by the Optionee substantially in the form attached herewith as Exhibit C or such other form as may be deemed acceptable by the Committee that he or she owns of record the shares to be tendered free and clear of all liens, claims and encumbrances of every kind. Alternatively, if the Option Agreement so specifies, payment of the option price may be made in part by a promissory note executed by the Optionee and containing the following terms and conditions (and such others as the Committee shall, in its sole and absolute discretion determine from time to time): (a) it shall be collaterally secured by the shares of Stock obtained upon exercise of the Option. Such notice ; (b) repayment shall be made on demand by the Company and, in any event, no later than three (3) years from the date of exercise; and (c) the note shall bear interest at a rate as determined by the Committee, accompanied payable monthly out of a payroll deduction provision; provided, however, that notwithstanding the foregoing (i) an amount not less than the par value of the shares of Stock with respect to which the Option is being exercised must be paid in cash, cash equivalents, or shares of Stock in accordance with this Section, and (ii) the payment of such exercise price by promissory note does not violate any applicable laws or regulations, including, without limitation, Delaware corporate law or applicable margin lending rules. The decision as to whether to permit partial payment by a promissory note for shares of Stock to be issued upon exercise of any Option granted shall rest entirely in the sole and absolute discretion of the Committee. As promptly as practicable after the receipt by the Company of (a) written notice from the Optionee setting forth the number of shares of Stock with respect to which such paymentOption is to be exercised and (b) payment of the option price of such shares in the form required by the foregoing provisions of this Section, the Company shall cause to be delivered to such Optionee certificates representing the Company at its principal business office or number of shares with respect to which such other office Option has been so exercised (less a number of shares equal to the number of shares as to which ownership was attested under the Committee may from time to time direct, and shall be procedure described in such form, containing such further provisions consistent with the provisions clause (ii) of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuancenext preceding paragraph).

Exercise of Options. Options granted (a) The Option shall become exercisable as follows: (i) On the first anniversary of the Date of Grant, the Option shall become exercisable to the extent of 50,000 Shares; (ii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extent of 50,000 Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 8); (iii) On the third anniversary of the Date of Grant, the Option shall become exercisable to the extent of 50,000 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i) and a(ii) of this Section 8); and (iv) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extent of 50,000 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section 8). (b) Notwithstanding the exercisability schedule set forth in paragraph (a) of this section 8, the Option shall become fully exercisable, and shall remain exercisable up to and including the Termination Date in the event of either (i) the termination of Optionee’s employment by the Company for any reason other than termination by the Company for “cause” or (ii) termination of Optionee’s employment by Optionee for “good reason” as such terms are defined in the Employment Agreement, dated June 28, 2006 (the “Employment Agreement”), between the Company and Optionee, as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definitions of “cause” and/or “good reason” contained in the Employment Agreement. If, as a result of such a termination of employment event and to the extent applicable under the Plan Code, the Option no longer qualifies as an ISO, the Option (or such applicable portion) shall be exercised by treated as an option that does not qualify as an ISO under the Optionee thereof Code. (or by his or her executorsc) The Option shall be exercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the General Counsel or Secretary of the Company, specifying at the Company's principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) any combination of such methods of payment. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the consent of Board or shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, by tendering previously acquired Shares that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (valued at its Fair Market Value, as determined by the Board or the Committee as f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of tendersuch Shares in the records of the Company. (g) In the event of (x) Optionee's termination for “cause” (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of “cause” contained in the Employment Agreement), (y) Optionee's voluntary termination of Optionee's employment with the Company other than for “good reason” (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of “good reason” contained in the Employment Agreement), or (ivz) with Optionee's death or Disability, the consent exercisability of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. a. Options granted under must be exercised no later than: (i) 5 years after the date of grant, if the Corporation is a Tier 2 Issuer; or (ii) 10 years after the date of grant, if the Corporation is a Tier 1 Issuer at the time of the grant of the Options; or (iii) 10 years after the date of the grant, if the Corporation was a Tier 2 Issuer at the time of the grant and the Issuer is a Tier 1 Issuer at the time of the exercise, subject to the approval of the Exchange prior to such exercise; and in any case, such lesser period as the regulations made pursuant to the Plan may require. b. Options shall not be transferable or assignable by the Participants otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative (subject to the limitation that Options may not be exercised later than: (i) 5 years after the date of grant, if the Corporation is a Tier 2 Issuer; or (ii) 10 years after the date of grant, if the Corporation is a Tier 1 Issuer at the time of the grant; or (iii) 10 years after the date of grant, if the Corporation was a Tier 2 Issuer at the time of the grant and the Issuer is a Tier 1 Issuer at the time of the exercise, subject to the approval of the Exchange prior to such exercise). c. Except as otherwise determined by the Board and subject to the limitation that Options may not be exercised later than 5 years from their date of grant, if the Corporation is a Tier 2 Issuer and 10 years from their date of grant, if the Corporation is a Tier 1 Issuer at the time of the grant and 10 years after the date of grant, if the Corporation was a Tier 2 Issuer at the time of the grant and the Issuer is a Tier 1 Issuer at the time of the exercise, subject to the approval of the Exchange prior to such exercise: if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant other than a Participant who is involved in investor relations activities will cease to be exercisable 90 days after the Termination Date. For Participants involved in investor relations activities, Options shall cease to be exercisable 30 days after the Termination Date, if the Corporation is a Tier 2 Issuer, and 90 days after the Termination Date, if the Corporation is a Tier 1 Issuer. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Optionee thereof (Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or by his without cause and regardless of whether the Participant received compensation in respect of dismissal or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as was entitled to all or part a period of notice of termination which would otherwise have permitted a greater portion of the Shares covered thereby, by Option to vest with the giving of written notice of exercise to Participant; if a Participant dies the Company, specifying the number of Shares to be purchased, accompanied by payment legal representative of the full purchase price for Participant may exercise the Shares being purchased. Full payment of such purchase price shall be made Participant's Options within five (5) business days following one year after the date of the Participant's death, but only to the extent the Options were by their term exercisable on the date of death. d. Subject to the provisions of this Section 2.3(d), the Board shall determine the manner in which Options shall vest and become exercisable. Options granted to Consultants providing investor relations services shall vest at a minimum over a period of 12 months with no more than 1/4 of such Options vesting in any 3 month period. The Board may impose such other restrictions or limitations or requirements upon the exercise and of Option as the Board, in its absolute discretion, may determine on the date of grant. e. Each Option shall be made (i) confirmed by an option agreement executed by the Corporation and by the Participant. f. The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified check or bank checkcheque at the time of such exercise, (ii) with and upon receipt of payment in full, but subject to the consent terms of the Board or Plan, the Committee, by delivery number of a promissory note Common Shares in favor respect of which the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option is exercised shall be delivered duly issued as fully paid and non-assessable. g. Subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee an Option may be exercised from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction by delivery to the Corporation at its registered office of a Sharewritten notice of exercise addressed to the Secretary of the Corporation specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full of the Option Price of the Common Shares to be purchased. The Company Certificates for such Common Shares shall effect be issued and delivered to the transfer of Shares purchased pursuant to an Option as soon as practicable, and, Optionee within a reasonable period of time thereafter, following the receipt of such transfer shall be evidenced on the books notice and payment. h. Notwithstanding any of the Company. No person exercising provisions contained in the Plan or in any Option, the Corporation's obligation to issue Common Shares to a Participant pursuant to the exercise of an Option shall have be subject to: i. completion of such registration or other qualification of such Common Shares or obtaining approval of such governmental or regulatory authority as counsel to the Corporation shall reasonably determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; ii. admission of such Common Shares to listing on any stock exchange on which the Common Shares may then be listed; and iii. the receipt from the Participant of such representations, agreements and undertakings, including as to future dealings in such Common Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to safeguard against the violation of the rights laws of a holder any jurisdiction. i. In this connection the Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for issuance of such Common Shares subject in compliance with applicable laws and for the admission to an Option until certificates for listing of such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for on any stock exchange on which the record date is prior to the date of such issuanceCommon Shares are then listed.

Exercise of Options. Options granted under (a) This option shall become exercisable, in accordance with its terms, as follows: 50% commencing three years after the Plan date of grant 75% commencing four years after the date of grant 100% commencing five years after the date of grant provided however that the number of shares for which this Incentive Stock Option first becomes exercisable in any calendar year, if any, shall be exercised reduced so that the aggregate fair market value (determined at the time each option was granted) of such shares together with all other shares of Common Stock first exercisable in that calendar year under all other Incentive Stock Options of the Company held by the Optionee thereof shall not exceed $100,000. (or b) An option shall be exercisable by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise such exercise, in the form prescribed by the Board of Directors (the "Board") or the Committee administering the Plan (the "Committee"), to the Secretary of the Company, specifying at its principal office. The notice shall specify the number of Shares shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be purchased, 50 or a multiple thereof) and shall either be accompanied by payment of consideration (in the form specified below) in the amount of the full of the purchase price of such shares. (c) The form of consideration to be paid for the Shares being purchased. Full payment shares to be issued upon exercise of such purchase price an Option shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check cheek; or bank check, (ii) with in the consent discretion of the Board or the Committee, : (i) a promissory note; (ii) other shares of Common Stock owned by delivery the Optionee which are then publicly saleable under Rule 144 or other applicable exemption under the Securities Act and have a fair market value on the date of surrender equal to the aggregate exercise price of the shares as to which this Option shall be exercised; (iii) an assignment by the Optionee of the net proceeds to be received from a registered broker upon the sale of the shares or the proceeds of a loan from such broker in such amount; or (iv) any combination of such methods of payment, or such other consideration and method of payment for the issuance of shares which complies with the rules and regulations promulgated by the SEC with respect to plans meeting the requirements of Section 16(b)(3) of the Exchange Act, to the extent permitted under Delaware Law. (d) Any promissory note (the "Note") shall be in favor of the Company upon such terms and conditions as determined form prescribed by the Board or the Committee, in the principal sum of the purchase price and duly executed by the Optionee and shall bear interest at the Applicable Federal Rate (iiias such term is defined in the Internal Revenue Code of 1986) with in effect on the consent date of Board or the CommitteeNote. (e) No shares shah be delivered upon exercise of any option until all laws, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by rules and regulations which the Board or the Committee may deem applicable have been complied with. If a registration statement under the Securities Act of 1933, as of amended is not then in effect with respect to the date of tender)shares issuable upon such exercise, or (iv) with the consent of Company may require as a condition precedent that the person exercising the option give to the Company a written representation and undertaking, satisfactory in form and substance to the Board or the Committee, any combination of that he is acquiring the shares for his own account for investment and not with a view to the distribution thereof. (i), (iif) and (iii); provided, however, that payment may The person exercising an option shall not be pursuant to considered a record holder of the stock so purchased for any purpose until the date on which he is actually recorded as the holder of such stock in the records of the Company. (iiig) above unless This option shall be exercisable only so long as the Optionee shall have owned continue to be an employee of the Shares being tendered in payment for a Company and within the thirty (30) day period of at least six months prior to after the date of exercise termination of his employment or any earlier date on which the Option. Such notice option expires in accordance with its terms, except that if Optionee is an employee of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and of his death then this option shall be in such form, containing such further provisions consistent with exercisable by his personal representative within the provisions twelve-month period next succeeding the death of the Plan, as the Board optionee or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced earlier date on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuanceoption expires in accordance with its terms.

Exercise of Options. Options granted under Rule 4.1 of the Unapproved Plan shall be deleted and replaced with the following: 4.1.1 Subject to Rule 4.2 (if appropriate), Rule 5 and Rule 7, an Option may not be exercised before the fourth anniversary of its Date of Grant or such earlier date as the Board may determine, and the Shares acquired following the exercise of an Option may not be sold by a Participant or otherwise transferred before the Optionee thereof fourth anniversary of the Date of Grant or such earlier date as the Board may determine. The Company or any Participating Company may take such steps as it/they consider appropriate to ensure the Participant's compliance with this rule, including (without limitation) the retention of share certificate(s) issued or by his transferred on the exercise of the Option and/or the blocking of any account into which the Shares have been issued or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as transferred. 4.1.2 The restrictions set out at 4.1.1 above shall only apply to all or part the extent that they would not impose a restriction on resale of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to more than 3 years from the date of exercise of the Option in accordance with Article L.225-177 of the French Code de Commerce." Rule 5.2 of the Unapproved Plan shall apply to the French Options save that if: (i) a Participant ceases to be in Employment because of his death, the Option. Such notice , whether or not it is already exercisable, shall become immediately exercisable and may not be exercised by his heirs later than 6 months following the date of exercisehis death (and, accompanied at the end of that period, the Option shall lapse); or (ii) a Participant ceases to be in Employment by such paymentreason of 2nd or 3rd category disability within the meaning of Article L.341-4 of the French Social Security Code, his Option, whether or not it is already exercisable, shall be delivered exercisable for a period of 12 months following the date on which he ceases Employment. In (i) and (ii) above, the restrictions set out under new Rule 4.1.1 shall not apply. Rule 5.3 of the Unapproved Plan shall apply to the Company at its principal business office or such other office as French Options save that the Committee may from time restrictions set out under the new Rule 4.1 above shall not apply if; (i) on the Retirement of a Participant if the Option has been exercised no later than 3 months before he ceases to time direct, and shall be in such form, containing such further provisions consistent with Employment under the provisions terms of his Employment contract; or (ii) the Plan, as Participant ceases to be in Employment because of Redundancy if the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be has been exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is at least 3 months prior to the date on which he receives notice of such issuancehis Redundancy.

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereofa) as to all or part 375,000 Shares of the Shares covered thereby, by Option were previously vested. (b) The remaining portion of the giving Option shall become exercisable on the dates and in the amounts as follows: On the Effective Date 250,000 shares 09/27/2018 125,000 shares 12/27/2018 125,000 shares 03/27/2019 125,000 shares 06/27/2019 125,000 shares 09/27/2019 125,000 shares 12/27/2019 125,000 shares 03/27/2020 125,000 shares (c) In the event of written notice a Change of exercise to Control while Optionee is in the employ of the Company, specifying the Option, to the extent unvested and unexercisable, shall fully vest and become exercisable as of immediately prior to such Change of Control. (d) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 6(a) of this Agreement, by written or electronic notice to the Chief Executive Officer or Secretary of the Company of such exercise, complying with the Plan and applicable procedures established by the Committee or the Company. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (e) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other Shares owned by the Optionee, which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent price of the Board or Shares as to which the CommitteeOption is being exercised; and (B) have been owned of record by Optionee for at least six months; (iv) by “net exercise,” by means of exercising the Option, by delivery to the extent exercisable, and receiving such number of Shares having a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of Value on the date of tender), or such net exercise equal to the difference between: (ivA) with the consent Fair Market Value of the Board or full number of Shares issuable upon exercise of the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to Option on the date of such net exercise; and (B) the Exercise Price multiplied by the full number of Shares issuable upon exercise of the Option. Such notice ; or (v) if there is a public market for Shares, subject to applicable law, by: (A) assignment to the Company of exercise, accompanied by the net proceeds (to the extent necessary to pay such payment, exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (B) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (f) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company at its principal business office or such a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other office things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (g) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the Committee may from time to time directholder of such Shares in the records of the Company. (h) Unless otherwise provided in the Optionee’s employment agreement, and in the event of Optionee’s death, disability or termination of employment, the exercisability of the Option shall be in such form, containing such further provisions consistent with governed by the provisions of Section 5.7 of the Plan, as unless such provisions are waived by the Board or Committee, in the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuanceCommittee’s sole discretion.

Exercise of Options. A. Participant may exercise the Affected Options granted under with respect to all or any part of the Plan number of Shares then exercisable hereunder by giving the Secretary of the Corporation written notice of intent to exercise. The notice of exercise shall specify the number of Shares as to which Participant is exercising and the date of exercise thereof, which date shall be not less than five (5) days after the giving of such notice (unless an earlier time shall have been mutually agreed upon in writing). All or any portion of the vested portion of the Affected Option may be exercised by Participant on the Optionee thereof date set forth in Section 1(B). B. Notwithstanding anything contained in this Article 3 to the contrary, each Affected Option may be exercised only in compliance with all applicable securities laws and only by (or i) Participant’s completion, execution and delivery to the Corporation of a notice of exercise and, if required by his or her executorsthe Corporation, administrators, guardian or legal representativean "investment letter" as supplied by the Corporation and (ii) the payment to the Corporation, as provided in SECTIONS 6.6 and 6.7 Article 3D hereof) as to all or part , of the Shares covered thereby, by the giving of written notice of exercise an amount equal to the Company, specifying amount obtained by multiplying the Exercise Price of such Affected Option by the number of Shares being purchased pursuant to such exercise as shall be purchasedspecified by Participant in such notice of exercise. Except as otherwise provided in the Employment Agreement, accompanied by payment Participant shall not sell, transfer, assign, pledge for a loan, margin, hypothecate or exchange any Affected Option or the Shares until April 1, 2005, except pursuant to the laws of descent and except that Participant's estate, executors or administrators, or personal or legal representatives may exercise any Affected Option in accordance with the terms of Article 3C hereof in the event of the death or Disability of Participant. C. Within three years following Participant’s termination of employment, Participant or Participant’s estate, executors or administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise any Affected Options that are or become exercisable within three years following Participant's termination of employment (but not beyond any Option Term) and all such Affected Options not exercised within such three year period shall be forfeited. Any person, other than Participant, so desiring to exercise Participant's Affected Options shall be required, as a condition to the exercise of the Affected Options, to furnish to the Corporation such documentation as the Corporation shall deem satisfactory to evidence the authority of such person to exercise the Affected Options on behalf of Participant. In the event of the exercise of such Affected Options by Participant's estate, executors or administrators, or personal or legal representatives, all references herein to Participant shall, to the extent applicable, be deemed to refer to and include such estate, executors or administrators, or personal or legal representatives, as the case may be. D. Each Exercise Price shall be paid in full purchase price by Participant for the Shares being purchased. Full payment purchased on or before the exercise date specified in the notice of such purchase price shall be made within five (5) business days exercise, at Participant's option, in one or a combination of the following the date of exercise and shall be made methods: (i) in cash or by certified check or bank check, electronic funds transfer; (ii) with by check payable to the consent order of the Corporation; (iii) if authorized by the Board of Directors of the Corporation (the "Board"), or the Committee, by delivery of a promissory note in favor of the Company upon Participant; (iv) by notice and third party payment in such terms and conditions manner as determined may be authorized by the Board or the Committee, ; (iiiv) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as delivery of shares of Common Stock of the date of tender), Corporation already owned by the Participant; or (ivvi) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to a "cashless exercise" procedure (iiithe "Cashless Exercise Right") above unless pursuant to which the Optionee Participant shall have owned the Shares being tendered in payment for a period of at least six months prior surrender to the date of exercise of the Option. Such Corporation such Affected Option and a notice of exercise, accompanied duly completed and executed by the Participant to evidence the exercise of the Cashless Exercise Right by authorizing the Corporation to withhold from issuance a number of Shares issuable upon such paymentexercise of such Affected Option which, when multiplied by the Fair Market Value (as defined below) of such Shares, is equal to the aggregate Exercise Price of such Affected Option (and such withheld Shares shall no longer be issuable under such Affected Option). Shares of Common Stock used to satisfy the Exercise Price of an Affected Option shall be delivered valued at their Fair Market Value on the date of exercise. E. The "Fair Market Value" shall be determined as follows: (a) if the security at issue is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or quoted on either the National Market System or the Small Cap Market of the automated quotation service operated by The Nasdaq Stock Market, Inc., the Fair Market Value shall be the last reported sale price of that security on such exchange or system on the day for which the Fair Market Value is to be determined or, if no such sale is made on such day, the average of the highest closing bid and lowest asked price for such day on such exchange or system; or (b) if the security at issue is not so listed or quoted or admitted to unlisted trading privileges, the Fair Market Value shall be the average of the last reported highest bid and lowest asked prices quoted on the Electronic Bulletin Board operated by The Nasdaq Stock Market, Inc., or, if not so quoted, then by the National Quotation Bureau, Inc. on the last business day prior to the Company day for which the Fair Market Value is to be determined; or (c) if the security at its principal business office issue is not so listed or quoted or admitted to unlisted trading privileges and bid and asked prices are not reported, the Fair Market Value shall be determined in such other office reasonable manner as the Committee may be prescribed from time to time directby the Board. F. Upon the exercise of all or any portion of an Affected Option by Participant, or as soon thereafter as is practicable, the Corporation shall issue and deliver to Participant (or to any broker or, if acceptable to the Corporation, to any other person designated by Participant) a certificate or certificates evidencing such number of Shares as Participant has elected to purchase. Such certificate or certificates shall be registered in such form, containing such further provisions consistent with the provisions name of the Plan, as the Board Participant (or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, designated broker or other person) and, within if applicable, shall bear an appropriate investment warranty legend, any legend required by an applicable securities law, rule or regulation and, if applicable, a reasonable time thereafterlegend referring to the restrictions provided hereunder and under the Employment Agreement and any legend required by applicable law. Upon the exercise of an Affected Option and the issuance and delivery of such certificate or certificates, Participant (or the person to whom such transfer shall be evidenced on the books of the Company. No person exercising an Option stock certificates are registered) shall have any of all the rights of a holder stockholder with respect to such Shares and to receive all dividends or other distributions paid or made with respect thereto. In the event that the capital stock of Shares the Corporation is converted in whole or in part into securities of any other entity, a determination as to whether the securities of the other entity so received (if any) shall be subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment restrictions set forth in this Agreement shall be made for cash dividends or solely by the other rights for which the record date is prior to the date of such issuanceentity.

Exercise of Options. Options granted (a) The Option shall become exercisable as follows: (i) On the Date of Grant, the Option shall become exercisable to the extxxx xf 35,832 Shares; (ii) On the first anniversary of the Date of Grant, the Option shall become exercisable to the extxxx xf 44,792 Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 8); (iii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extxxx xf 44,792 Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) and a(ii) of this section 8); (iv) On the third anniversary of the Date of Grant, the Option shall become exercisable to the extent of 44,792 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and a(iii) of this Section 8); and (v) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extxxx xf 44,792 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii), (a)(iii) and (a)(iv) of this section 8). (b) Notwithstanding the exercisability schedule set forth in paragraph (a) of this section 8, the Option shall become fully exercisable, and shall remain exercisable up to and including the Termination Date in the event of either (i) the termination of Optionee's employment by the Company for any reason other than termination by the Company for "cause" or (ii) termination of Optionee's employment by Optionee for "good reason" as such terms are defined in the Employment Agreement, dated October 1, 2004 (the "Employment Agreement"), between the Company and Optionee, as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definitions of "cause" and/or "good reason" contained in the Employment Agreement. If, as a result of such a termination of employment event and to the extent applicable under the Plan Code, the Option no longer qualifies as an ISO, the Option (or such applicable portion) shall be exercised by treated as an option that does not qualify as an ISO under the Optionee thereof Code. (or by his or her executorsc) The Option shall be exercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the General Counsel or Secretary of the Company, specifying at the Company's principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) any combination of such methods of payment. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the consent of Board or shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, by tendering previously acquired Shares that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (valued at its Fair Market Value, as determined by the Board or the Committee as f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of tendersuch Shares in the records of the Company. (g) In the event of (x) Optionee's termination for "cause" (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of "cause" contained in the Employment Agreement), (y) Optionee's voluntary termination of Optionee's employment with the Company other than for "good reason" (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of "good reason" contained in the Employment Agreement), or (ivz) with Optionee's death or Disability, the consent exercisability of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) The Option shall become exercisable on the Plan shall be exercised by dates and in the amounts as follows: (b) In the event of a Change of Control while Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided is in SECTIONS 6.6 and 6.7 hereof) as to all or part the employ of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the Option, to the extent unvested and unexercisable, shall fully vest and become exercisable as of immediately prior to such Change of Control. (c) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 6(a) of this Agreement, by written or electronic notice to the Chief Executive Officer or Secretary of the Company of such exercise, complying with the Plan and applicable procedures established by the Committee or the Company. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other Shares owned by the Optionee, which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent price of the Board or Shares as to which the CommitteeOption is being exercised; and (B) have been owned of record by Optionee for at least six months; (iv) by “net exercise,” by means of exercising the Option, by delivery to the extent exercisable, and receiving such number of Shares having a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of Value on the date of tender), or such net exercise equal to the difference between: (ivA) with the consent Fair Market Value of the Board or full number of Shares issuable upon exercise of the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to Option on the date of such net exercise; and (B) the Exercise Price multiplied by the full number of Shares issuable upon exercise of the Option. Such notice ; or (v) if there is a public market for Shares, subject to applicable law, by: (A) assignment to the Company of exercise, accompanied by the net proceeds (to the extent necessary to pay such payment, exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (B) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company at its principal business office or such a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other office things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the Committee may from time to time directholder of such Shares in the records of the Company. (g) Unless otherwise provided in the Optionee’s employment agreement, and in the event of Optionee’s death, disability or termination of employment, the exercisability of the Option shall be in such form, containing such further provisions consistent with governed by the provisions of Section 5.7 of the Plan, as unless such provisions are waived by the Board or Committee, in the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuanceCommittee’s sole discretion.

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereofa) as to all or part of the Shares covered thereby, by the giving of written Written notice of an election to exercise to the Companyany portion of an Option, specifying the number of Shares to portion thereof being exercised, shall be purchaseddelivered by the Executive, accompanied by payment or his personal representative in the event of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made Executive's death (i) in cash the case of Exit Participation Options granted in connection with an Approved Sale, by delivering such notice in accordance with written instructions provided to the Executive by the Company, which instructions shall be provided to the Executive no later than three business days prior to the consummation of such Approved Sale (or, if the Executive does not exercise such Exit Participation Options in connection with such Approved Sale, then either in accordance with the provisions of clause (ii) hereof or by certified check delivering such notice in accordance with written instructions provided to the Executive by the Company no later than three business days prior to the consummation of a Sale of the Company), and (ii) in the case of all other Options, (A) by delivering such notice to the principal executive offices of the Company or bank check(B) by mailing such notice, postage prepaid, addressed to the Secretary of the Company at the principal executive offices of the Company. (b) An Option shall be deemed exercised when (i) the Company has received written notice of such exercise pursuant to Section 6(a) above, (ii) with the consent full payment of the Board or the Committee, by delivery of a promissory note in favor aggregate option price of the Company upon such terms Shares as to which the Option is exercised has been made, and conditions as determined by the Board or the Committee, (iii) arrangements that are satisfactory to the Board in its sole discretion have been made for the Executive's payment to the Company of the amount that is necessary for the Company to withhold in accordance with applicable Federal or state tax withholding requirements. The Company shall promptly advise the consent Executive, upon the Executive's request, made no earlier than five days prior to the proposed date of Board or exercise, of the Committeeamount of such withholding Taxes which the Company will require to be paid pursuant to clause (iii) of the immediately preceding sentence. The option price of any Shares purchased shall be paid in cash, by tendering previously acquired Shares (valued at its Fair Market Valuecertified or official bank check, as determined by the Board money order, or the Committee as by a combination of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii)above; provided, however, that the Board in its sole discretion may accept a personal check in full or partial payment may of any Shares; and provided, further, that in the case of any exercise of Options in connection with an Approved Sale, the Company shall, at the Executive's request, pay or cause to be paid to the Executive, in cancellation of all such Options and in lieu of any such exercise, an amount equal to (x) the net amount of proceeds that the Executive would had have received had he exercised such Options and sold the underlying Shares concurrently with the closing of such Approved Sale, minus (y) the Aggregate Exercise Price Per Share of such Options, minus (z) the aggregate amount that is necessary for the Company to withhold in accordance with applicable Federal or state tax withholding requirements. The Executive shall not be pursuant deemed to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares shall have been are issued following to him under the exercise terms of such Optionthis Plan. No adjustment shall be made for cash dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date of such issuancestock certificate is issued, except as expressly provided in Section 10 hereof.

Exercise of Options. Options (a) An optionee receiving options by virtue of his position as a director must remain continuously a member of the Board of Directors of the Corporation, the Board of Directors of the Bank or the Board of Directors of one or more of the Subsidiaries from the date of the grant until the exercise of the option except as provided in Sections 11, 12 and 13 of this Plan. An optionee receiving options by virtue of his position as an employee must at all times be employed by the Corporation, the Bank or a Subsidiary from the date of grant until the exercise of the options granted except as provided in Sections 11, 12 and 13. All options granted under the Plan shall be exercised by exercisable in annual installments in accordance with the Optionee thereof following schedule: Twenty percent (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof20%) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following shares beginning 1 year after the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent grant of the Board or the Committee, by delivery of a promissory note in favor options; Twenty percent (20%) of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of shares beginning 2 years after the date of tender), or (iv) with the consent grant of the Board or options; Twenty percent (20%) of the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to shares beginning 3 years after the date of the grant of the options; Twenty percent (20%) of the shares beginning 4 years after the date of the grant of the options; and Twenty percent (20%) of the shares beginning 5 years after the date of the grant of the options. Notwithstanding the foregoing, options shall become exercisable with respect to all of the shares subject thereto upon the optionee's death or upon the optionee's disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. The right to exercise options in annual installments shall be cumulative and any vested installments may be exercised, in whole or in part, at the election of the optionee. The exercise of the Option. Such any option must be evidenced by written notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as Corporation that the Committee may from time optionee intends to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribeexercise his option. In no event may any Option shall an option be deemed granted hereunder be exercised for by the Corporation or exercisable by a fraction recipient prior to the mutual execution by the Corporation and the recipient of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on Agreement which comports with the books requirements of Section 6 and Section 9(c). (b) The inability of the Company. No person exercising an Option Corporation or Bank to obtain approval from any regulatory body or authority deemed by counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder shall have relieve the Corporation and the Bank of any liability in respect of the rights non-issuance or sale of such shares. As a holder of Shares subject condition to an Option until certificates for such Shares shall have been issued following the exercise of an option, the Corporation may require the person exercising the Option to make such Option. No adjustment representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities laws. (c) The Committee shall be made for cash dividends have the discretionary authority to impose in the Option Agreements such restrictions on shares of Common Stock as it may deem appropriate or other rights for which the record date is prior desirable, including but not limited to the date authority to impose a right of such issuancefirst refusal or to establish repurchase rights or both of these restrictions.

Exercise of Options. Options granted under (a) Notwithstanding anything to the Plan contrary contained in this Agreement, the Option shall become exercisable according to the following schedule, provided that the Optionee is employed by the Company on such dates: Date of Grant 50,000 shares 1-year anniversary of the Date of Grant 112,500 shares 2-year anniversary of the Date of Grant 112,500 shares 3-year anniversary of the Date of Grant 112,500 shares 4-year anniversary of the Date of Grant 112,500 shares (b) Notwithstanding the foregoing, upon a termination of the Optionee’s employment without Cause by the Company, additional vesting shall occur as set forth in Section 3(c) of Optionee’s Employment Agreement. (c) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (c) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made price of the Shares as to which the Option is being exercised; and (iB) have been owned of record by Optionee for at least six months; (iv) in cash or by certified check or bank check, (ii) with the consent discretion of the Board or the Committee, commencing upon the date on which all of the Shares subject to the Option are exercisable in accordance with the exercise schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such number of Shares having a Fair Market Value on the date of such cashless exercise equal to the difference between: (A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and (B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or (v) in the discretion of the Committee, but, in all cases, subject to applicable law, by: (A) delivery to the Company of a promissory note in favor of the Company upon containing such terms and conditions as determined by the Board Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); (B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (C) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (iiie) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as Optionee shall not be considered a record holder of the date of tender), or (iv) with the consent of the Board or the Committee, Shares so purchased for any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to purpose until the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office on which Optionee is actually recorded as the Committee may from time to time direct, and shall be holder of such Shares in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books records of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) Subject to the terms and conditions of the Plan shall and of the Option Agreements entered into hereunder, Options may be exercised by the Optionee thereof only by: (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereofi) as to all or part Delivery of the Shares covered thereby, by the giving of written notice of exercise to the CompanyCompany at its principal office, specifying the number of Shares to be purchased, accompanied by payment attention of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank checkSecretary, together with (ii) Payment for the shares of Common Stock being so acquired. (b) Except as otherwise provided in Section 9 hereof, each Option granted hereunder shall be exercisable during the term thereof in accordance with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender)shall, or (iv) with the consent of the Board or the Committeein its sole discretion, any combination of (i), (ii) and (iii)impose; provided, however, that payment may not no such term or condition shall be pursuant to inconsistent with any express provision of the Plan. (iiic) above unless On the Optionee shall have owned the Shares being tendered in exercise of and payment for an Option, a period certificate or certificates evidencing the shares of at least six months prior Common Stock as to which the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option is exercised shall be delivered to the Company Optionee. (d) An Option may be exercised during the Optionee's lifetime only by the Optionee. In the event of the death of an Optionee, the Option or Options theretofore granted to him may be exercised by the estate of the Optionee or by a person who is the Optionee's spouse or surviving child and who acquired the rights under the Option or Options by bequest or inheritance; provided, however, that such exercise may be made only to the extent of the Optionee's right to exercise the Option or Options at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with of his death. (e) Notwithstanding the provisions of Section 11(b) hereof, in the Planevent of a Change of Control during the term of one (1) or more Options, each such Option granted on or after February 14, 1990 and outstanding as of the Board effective time of such Change of Control shall, effective as of the effective time of such Change of Control, become exercisable with respect to all unexercised shares thereunder for the remainder of its term; provided, however, in the event the Optionee's employment with the Company (or any successor company) is terminated after a Change of Control, such Option granted on or after February 14, 1990 shall remain exercisable for a period equal to the Committee may from time to time prescribelesser of (i) seven (7) calendar months after such termination of employment; or (ii) the remainder of its term. In no event may Upon exercise of any Option granted hereunder subsequent to a Change of Control, the Optionee shall be exercised for a fraction of a Share. The Company shall effect entitled to receive the transfer of Shares purchased pursuant securities or other such consideration he would have been entitled to an Option as soon as practicablereceive had he been entitled to exercise, and, within a reasonable time thereafterand had he exercised, such transfer shall be evidenced Option immediately prior to such Change of Control. (f) Notwithstanding the provisions of Section I 1 (b) hereof, each Option granted on the books or after February 14, 1990 and outstanding for at least one hundred eighty (180) days during any fiscal year of the Company, commencing with the fiscal year ended December 31, 1990, shall immediately become exercisable in full by the holder thereof upon a determination that the Company has met one hundred percent (100%) of budgeted Income Before Income Taxes for such fiscal year. No person exercising an Option Such budgeted Income Before Income Taxes shall have any be as set annually by the Board in connection with the adoption of the rights Company's budget for each fiscal year, and the determination that the Company has met one hundred percent (100%) of a holder of Shares subject to an Option until certificates such budgeted Income Before Income Taxes shall be based upon the Company's audited financial statements for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to fiscal year, with the date of such issuancedetermination being the date of certification of such financial statements by the independent accountants for the Company.

Exercise of Options. Options granted under that have become vested and exercisable in accordance with this Option Agreement and the Plan shall (“Vested Options”) may be exercised exercised, in whole or in part (but for the purchase of whole Shares only), by delivery to the Company of (i) written or electronic notice, complying with Section 9(b) of the Plan and the applicable procedures established by the Optionee thereof (Committee or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying stating the number of Options that are thereby exercised, the Exercise Price, the manner of payment for such Shares to be purchased, accompanied by payment and the manner of the full purchase price for the Shares being purchased. Full payment satisfaction of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank checkapplicable withholding taxes, (ii) full payment, in accordance with the consent Section 9(a) of the Board Plan, of the aggregate Exercise Price for the Shares with respect to which the Options are thereby exercised and (iii) evidence of full satisfaction of all requirements of Section 9(c) of the Plan, including the payment of any applicable withholding taxes in any manner set forth in Section 10 of the Plan. The notice shall be signed by the Optionee or any other person then entitled to exercise the Options. Notwithstanding anything in this Option Agreement or the CommitteePlan to the contrary, the Optionee shall, subject to any restrictions set forth in any agreement other than the Option Agreement or the Plan, from and after the Holdings IPO Pricing Date, have the right to satisfy the payment of the applicable aggregate Exercise Price in accordance with Section 9(a)(ii) of the Plan, to the extent applicable, with respect to 90% of each tranche of Vested Options as such Options vest (and such ability to use the “cashless exercise program” shall not be available with respect to the remaining 10% of each such tranche of Vested Options until the date set forth below) (the 90% portion(s) of such tranches of Vested Options that are Vested Options as of the Holdings IPO Pricing Date, the “IPO Options” and each 90% portion of such tranches of Vested Options including the IPO Options, the “Special Exercise Options”). Until the sixth anniversary of the Date of Grant, the Optionee may pay the applicable Exercise Price for the remaining 10% of each tranche of Vested Options (“Delayed Exercise Options”), or any portion thereof, solely in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Company or by delivery of a promissory note in favor of personal or certified check payable to the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (iiCompany) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the any Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following acquired through the exercise of such Option. No adjustment Delayed Exercise Options shall be made for cash dividends or other rights for which subject to the record date is transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement until such sixth anniversary of the Date of Grant (the “Delayed Lapse Date”). For the avoidance of doubt, to the extent that multiple tranches of Options have vested and become Vested Options prior to the date consummation of the Holdings IPO Pricing Date, the aggregate Exercise Price with respect to 90% of all such issuanceVested Options may be satisfied through the “cashless exercise program,” to the extent applicable, from and after the Holdings IPO Pricing Date.”

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (exercisable, in full or by his or her executorsin part, administratorsat any time after vesting, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii)until termination; provided, however, that payment any Optionee who is subject to the 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 not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of purchased at least six months any subsequent time prior to the date expiration of the Option term. No portion of any Option for less than fifty (50) shares (as adjusted pursuant to Section 5(m) of the Plan) may be exercised; provided, that if the vested portion of any Option is less than fifty (50) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable. Each exercise of the Option. Such Options shall be by means of delivery of a notice of exercise, accompanied by such payment, shall election to exercise (which may be delivered in the form attached hereto as Exhibit A) to the Secretary of the Company at its principal business office executive office, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash by certified check or such other office as cashier's check in the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions amount of the Plan, as full exercise price for the Board or the Committee may from time Common Stock to time prescribebe purchased. In no event 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 Option granted hereunder be exercised for a fraction portion of a Share. The the aggregate exercise price by complying with one or more of the following alternatives: (i) by delivering to the Company shall effect shares of Common Stock previously held by such person or by the transfer Company withholding shares of Shares purchased Common Stock otherwise deliverable pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books exercise of the Company. No person exercising an Option Option, which shares of Common Stock received or withheld shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to fair market value at the date of exercise (as determined by the Plan Administrator) equal to the aggregate purchase price to be paid by the Optionee upon such issuanceexercise; (ii) by delivering a properly executed exercise notice together with irrevocable instructions to a broker promptly to sell or margin a sufficient portion of the shares and deliver directly to the Company the amount of sale or margin loan proceeds to pay the exercise price; or (iii) by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise. It is a condition precedent to the issuance of shares of Common Stock that the Optionee execute and deliver to the Company a Stock Transfer Agreement, in a form acceptable to the Company, to the extent required pursuant to the terms thereof.

Exercise of Options. Options granted under (a) Except as otherwise provided herein, the Plan Option shall become exercisable according to the following schedule, provided that the Optionee is employed by the Company on such dates: (b) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (c) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made price of the Shares as to which the Option is being exercised; and (iB) have been owned of record by Optionee for at least six months; (iv) in cash or by certified check or bank check, (ii) with the consent discretion of the Board or the Committee, commencing upon the date on which all of the Shares subject to the Option are exercisable in accordance with the exercise schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such number of Shares having a Fair Market Value on the date of such cashless exercise equal to the difference between: (A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and (B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or (v) in the discretion of the Committee, but, in all cases, subject to applicable law, by: (A) delivery to the Company of a promissory note in favor of the Company upon containing such terms and conditions as determined by the Board Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); (B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (C) such other consideration and method of payment for the issuance of stock to the extent permitted under the Plan and applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (iiie) with Optionee shall not be considered a record holder of the consent Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of Board such Shares in the records of the Company. (f) If the Optionee is Terminated for any reason except death or Disability, then the Committee, by tendering previously acquired Shares Optionee may exercise the Option (valued at its Fair Market Value, i) only to the extent that the Option would have been exercisable on the Termination Date and (ii) no later than three months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Board Administrator), but in any event, no later than the Expiration Date. (g) If the Optionee is Terminated because of Optionee’s death or Disability (or the Committee as Optionee dies within three months after a Termination other than for Cause or because of the date of tenderOptionee’s Disability), or (iv) with then the consent of the Board or the Committee, any combination of Option (i), ) may be exercised only to the extent that the Option would have been exercisable by Optionee on the Termination Date and (ii) must be exercised by Optionee (or Optionee’s legal representative or authorized assignee) no later than twelve months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Administrator, but in any event no later than the Expiration Date. (h) Notwithstanding subsections (f) and (iii); providedg) above, howeverif Optionee is terminated for Cause, that payment neither the Optionee, the Optionee’s estate nor such other person who may not be pursuant to (iii) above unless then hold the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered entitled to exercise the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuancewhatsoever.

Exercise of Options. Options granted under the Plan (a) The amount of shares pursuant to this option that shall become exercisable are as follows: 83,333 shares commencing September 23, 1998 83,333 shares commencing September 23, 1999 83,334 shares commencing September 23, 2000 (b) An option shall be exercised exercisable by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise such exercise, in the form prescribed by the Board or the Committee, to the Secretary of the Company, specifying at its principal office. The notice shall specify the number of Shares shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be purchased, 100 or a multiple thereof) and shall be accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check of the amount of the full purchase price of such shares or bank check, (ii) in such other manner as the Board or the Committee shall deem acceptable. (c) No shares shall be delivered upon exercise of any option until all laws, rules and regulations which the Board or the Committee may deem applicable have been complied with. If a registration statement under the Securities Act of 1933, as amended, is not then in effect with respect to the consent of shares issuable upon such exercise, the Company may require as a condition precedent that the person exercising the option give to the Company a written representation and undertaking, satisfactory in form and substance to the Board or the Committee, by delivery that such person is acquiring the shares for his own account for investment and not with a view to the distribution thereof. (d) The person exercising an option shall not be considered a record holder of a promissory note the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in favor the records of the Company. (e) This option shall be exercisable only so long as the Optionee shall continue to be an employee of the Company upon such terms and conditions as determined by within the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of three month period after the date of tender), or (iv) with termination of his employment to the consent of extent it was exercisable on the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months day prior to the date of exercise of termination. Notwithstanding the Option. Such notice of exerciseforegoing, accompanied by such payment, in no event shall this Option be delivered to exercisable after the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with Termination Date. (f) Notwithstanding the provisions of Section 8(e) above, in the Planevent the Optionee is unable to continue his employment with the Company as a result of his total and permanent disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended), he may, but only within twelve (12) months from the Board or date of disability, exercise this option to the Committee may from time extent he was entitled to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to it at the date of such issuancedisability. Notwithstanding the foregoing, in no event shall this option be exercisable after the Termination Date. (g) Notwithstanding the provisions of Section 8(e) above, in the event of death of the Optionee: (i) during the term of this option who is at the time of his death an employee of the Company and who shall have been in continuous status as an employee since the date of grant of this option, this option may be exercised, at any time within twelve (12) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise this option by bequest or inheritance, but only to the extent of the right that would have accrued had the Optionee continued living one (1) month after the date of death; or (ii) within three (3) months after the termination of Optionee's continuous status as an employee, this option may be exercised, at any time within three (3) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. Notwithstanding the provisions of this Section (g), in no event shall this option be exercisable after the Termination Date.

Exercise of Options. Options granted (a) The Option shall become exercisable as follows: (i) On the first anniversary of the Date of Grant, the Option shall become exercisable to the extent of _________________ Shares; (ii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extent of _________________ Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 8); (iii) On the third anniversary of the Date of Xxxxx, the Option shall become exercisable to the extent of _________________ Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i) and a(ii) of this Section 8); and (iv) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extent of _________________ Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section 8). (b) Notwithstanding the exercisability schedule set forth in paragraph (a) of this section 8, the Option shall become fully exercisable, and shall remain exercisable up to and including the Termination Date in the event of either (i) the termination of Optionee’s employment by the Company for any reason other than termination by the Company for “cause” or (ii) termination of Optionee’s employment by Optionee for “good reason” as such terms are defined in the Severance Letter, dated (the” Severance Letter”), between the Company and Optionee, as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Severance Letter after the Date of Grant that may affect the definitions of “cause” and/or “good reason” contained in the Severance Letter. If, as a result of such a termination of employment event and to the extent applicable under the Plan Code, the Option no longer qualifies as an ISO, the Option (or such applicable portion) shall be exercised by treated as an option that does not qualify as an ISO under the Optionee thereof Code. (or by his or her executorsc) The Option shall be exercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the General Counsel or Secretary of the Company, specifying at the Company's principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) any combination of such methods of payment. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the consent of Board or shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, by tendering previously acquired Shares that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (valued at its Fair Market Value, as determined by the Board or the Committee as f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of tendersuch Shares in the records of the Company. (g) In the event of (x) Optionee's termination for “cause” (as defined in the Severance Letter as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Severance Letter after the Date of Grant that may affect the definition of “cause” contained in the Severance Letter), (y) Optionee's voluntary termination of Optionee's employment with the Company other than for “good reason” (as defined in the Severance Letter as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Severance Letter after the Date of Grant that may affect the definition of “good reason” contained in the Severance Letter), or (ivz) with Optionee's death or Disability, the consent exercisability of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) Except as otherwise provided herein, the Plan Option shall be exercised become exercisable according to the following schedule, provided that the Optionee is employed by the Optionee thereof (or by his or her executorsCompany on such dates: Date Number of Shares [Notwithstanding the foregoing, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part any portion of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the Option that has not become exercisable or been forfeited previously shall immediately become exercisable in full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender)a Change in Control.] (b) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of this Agreement, by written notice of such exercise, delivered to the President or Secretary of the Company, at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (iv) with the consent which number, if less than all of the Board Shares then subject to exercise, shall be 100 or the Committee, any combination of an integral multiple thereof) and shall be accompanied by: (i), ) payment of the full exercise price for the Shares for which the Option is being exercised; and (ii) and this Agreement. (iii); provided, however, that c) The form of payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised Exercise Price for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an each exercise of the Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced paid in full at the time of each purchase in one or a combination of the following methods: (i) cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which: (A) have a Fair Market Value on the books date of surrender equal to the aggregate exercise price of the Company. No person exercising an Shares as to which the Option shall is being exercised; and (B) have any been owned of record by Optionee for at least six months; (iv) in the discretion of the rights Committee, commencing upon the date on which all of a holder of the Shares subject to an the Option until certificates for such Shares shall have been issued following are exercisable in accordance with the exercise schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to number of Shares having a Fair Market Value on the date of such issuancecashless exercise equal to the difference between: (A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and (B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or (v) in the discretion of the Committee, but, in all cases, subject to applicable law, by: (A) delivery to the Company of a promissory note containing such terms and conditions determined by the Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); (B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (C) such other consideration and method of payment for the issuance of stock to the extent permitted under the Plan and applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (e) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of such Shares in the records of the Company. (f) If the Optionee is Terminated for any reason except death or Disability, then the Optionee may exercise the Option (i) only to the extent that the Option would have been exercisable on the Termination Date and (ii) no later than three months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Administrator), but in any event, no later than the Expiration Date. (g) If the Optionee is Terminated because of Optionee’s death or Disability (or the Optionee dies within three months after a Termination other than for Cause or because of Optionee’s Disability), then the Option (i) may be exercised only to the extent that the Option would have been exercisable by Optionee on the Termination Date and (ii) must be exercised by Optionee (or Optionee’s legal representative or authorized assignee) no later than twelve months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Administrator, but in any event no later than the Expiration Date. (h) Notwithstanding subsections (f) and (g) above, if Optionee is terminated for Cause, neither the Optionee, the Optionee’s estate nor such other person who may then hold the Option shall be entitled to exercise the Option whatsoever.

Exercise of Options. Options granted (a) The Option shall become exercisable as follows: (i) On the first anniversary of the Date of Grant, the Option shall become exercisable to the extent of 26,750 Shares; (ii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extent of 26,750 Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 8); (iii) On the third anniversary of the Date of Grant, the Option shall become exercisable to the extent of 26,750 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i) and a(ii) of this Section 8); and (iv) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extent of 26,750 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section 8). (b) Notwithstanding the exercisability schedule set forth in paragraph (a) of this section 8, the Option shall become fully exercisable, and shall remain exercisable up to and including the Termination Date in the event of either (i) the termination of Optionee’s employment by the Company for any reason other than termination by the Company for “cause” or (ii) termination of Optionee’s employment by Optionee for “good reason” as such terms are defined in the Employment Agreement, dated August 10 2006 (the “Employment Agreement”), between the Company and Optionee, as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definitions of “cause” and/or “good reason” contained in the Employment Agreement. If, as a result of such a termination of employment event and to the extent applicable under the Plan Code, the Option no longer qualifies as an ISO, the Option (or such applicable portion) shall be exercised by treated as an option that does not qualify as an ISO under the Optionee thereof Code. (or by his or her executorsc) The Option shall be exercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the General Counsel or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) any combination of such methods of payment. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the consent of Board or shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, by tendering previously acquired Shares that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (valued at its Fair Market Value, as determined by the Board or the Committee as f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of tendersuch Shares in the records of the Company. (g) In the event of (x) Optionee’s termination for “cause” (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of “cause” contained in the Employment Agreement), (y) Optionee’s voluntary termination of Optionee’s employment with the Company other than for “good reason” (as defined in the Employment Agreement as in effect on the Date of Grant without giving effect to any termination, amendment or modification of the Employment Agreement after the Date of Grant that may affect the definition of “good reason” contained in the Employment Agreement), or (ivz) with Optionee’s death or Disability, the consent exercisability of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted (a) The Option shall become exercisable as follows: (i) On the first anniversary of the Date of Grant, the Option shall become exercisable to the extent of 20,000 Shares; (ii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extent of 23,000 Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 8); (iii) On the third anniversary of the Date of Grant, the Option shall become exercisable to the extent of 20,000 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i) and (a)(ii) of this Section 8); and (iv) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extent of 20,000 Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section 8). (b) Notwithstanding the exercisability schedule set forth in paragraph (a) of this section 8, the Option shall become fully exercisable following the event of either (i) the termination of Optionee's employment by the Company (including for the purposes of this section 8(b) MTM Texas (as defined below)) for any reason other than termination by the Company for "Cause" or (ii) termination of Optionee's employment by Optionee for "Good Reason" as such terms are defined in the Employment Agreement, dated December 10, 2004 (the "Employment Agreement"), between MTM Technologies (Texas), Inc. ("MTM Texas") and Optionee; provided that in either such event the Option shall remain exercisable until the earlier to occur with (x) one (1) year following such termination or (y) the Expiration Date. If, as a result of such a termination of employment event and to the extent applicable under the Plan Code, the Option no longer qualifies as an ISO, the Option (or such applicable portion) shall be exercised by treated as an option that does not qualify as an ISO under the Optionee thereof Code. (or by his or her executorsc) The Option shall be exercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the General Counsel or Secretary of the Company, specifying at the Company's principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (d) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) any combination of such methods of payment. (e) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the consent of Board or shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, by tendering previously acquired Shares that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (valued at its Fair Market Value, as determined by the Board or the Committee as f) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of tendersuch Shares in the records of the Company. (g) In the event of (x) Optionee's termination for "cause" (as defined in the Employment Agreement), (y) Optionee's voluntary termination of Optionee's employment with the Company other than for "Good Reason" (as defined in the Employment Agreement), or (ivz) with Optionee's death or Disability, the consent exercisability of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereofa) as to all or part 50,000 Shares of the Shares covered thereby, by Option were previously vested. (b) The remaining portion of the giving Option shall become exercisable on the dates and in the amounts as follows: On the Effective Date 75,000 shares 08/01/2018 41,666 shares 11/01/2018 41,667 shares 02/01/2019 41,667 shares 05/01/2019 41,667 shares 08/01/2019 41,666 shares 11/01/2019 41,667 shares 02/01/2020 41,667 shares 05/01/2020 41,667 shares 08/01/2020 41,666 shares (c) In the event of written notice a Change of exercise to Control while Optionee is in the employ of the Company, specifying the Option, to the extent unvested and unexercisable, shall fully vest and become exercisable as of immediately prior to such Change of Control. (d) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 6(a) of this Agreement, by written or electronic notice to the Chief Executive Officer or Secretary of the Company of such exercise, complying with the Plan and applicable procedures established by the Committee or the Company. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (e) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other Shares owned by the Optionee, which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent price of the Board or Shares as to which the CommitteeOption is being exercised; and (B) have been owned of record by Optionee for at least six months; (iv) by “net exercise,” by means of exercising the Option, by delivery to the extent exercisable, and receiving such number of Shares having a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of Value on the date of tender), or such net exercise equal to the difference between: (ivA) with the consent Fair Market Value of the Board or full number of Shares issuable upon exercise of the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to Option on the date of such net exercise; and (B) the Exercise Price multiplied by the full number of Shares issuable upon exercise of the Option. Such notice ; or (v) if there is a public market for Shares, subject to applicable law, by: (A) assignment to the Company of exercise, accompanied by the net proceeds (to the extent necessary to pay such payment, exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (B) such other consideration and method of payment for the issuance of stock to the extent permitted under applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (f) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations which the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company at its principal business office or such a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other office things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (g) Optionee shall not be considered a record holder of the Shares so purchased for any purpose until the date on which Optionee is actually recorded as the Committee may from time to time directholder of such Shares in the records of the Company. (h) Unless otherwise provided in the Optionee’s employment agreement, and in the event of Optionee’s death, disability or termination of employment, the exercisability of the Option shall be in such form, containing such further provisions consistent with governed by the provisions of Section 5.7 of the Plan, as unless such provisions are waived by the Board or Committee, in the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuanceCommittee’s sole discretion.

Exercise of Options. Options granted under (a) Except as otherwise provided herein, the Plan Option shall become exercisable according to the following schedule, provided that the Optionee is employed by the Company on such dates: ACTIVE.125427969.08 (b) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of the Shares covered therebythis Agreement, by the giving of written notice of exercise such exercise, delivered to the President or Secretary of the Company, specifying at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, 100 or an integral multiple thereof) and shall be accompanied by by: (i) payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised; and (ii) this Agreement. (c) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to each exercise of the Option shall be made within five paid in full at the time of each purchase in one or a combination of the following methods: (5i) business days following cash; (ii) check (subject to collection); (iii) in the discretion of the Committee, surrender to the Company of other shares of Common Stock owned by the Optionee which: (A) have a Fair Market Value on the date of surrender equal to the aggregate exercise and shall be made price of the Shares as to which the Option is being exercised; and (iB) have been owned of record by Optionee for at least six months; (iv) in cash or by certified check or bank check, (ii) with the consent discretion of the Board or the Committee, commencing upon the date on which all of the Shares subject to the Option are exercisable in accordance with the exercise schedule set forth in paragraph 8(a) of this Agreement, by “cashless exercise,” by means of exercising the Option in full and receiving such number of Shares having a Fair Market Value on the date of such cashless exercise equal to the difference between: (A) the Fair Market Value of the Shares issuable upon exercise of the Option in full on the date of such cashless exercise; and ACTIVE.125427969.08 (B) the exercise price of the Option multiplied by the number of Shares issuable upon exercise of the Option in full; or (v) in the discretion of the Committee, but, in all cases, subject to applicable law, by: (A) delivery to the Company of a promissory note in favor of the Company upon containing such terms and conditions as determined by the Board Committee, in the Committee’s sole discretion, but at a rate of interest at least equal to the imputed interest specified under Section 483 or Section 1274, whichever is applicable, of the Code, and secured by the Shares issuable upon exercise of the Option for which the promissory note is being delivered and otherwise in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); (B) assignment to the Company of the net proceeds (to the extent necessary to pay such exercise price) to be received from a registered broker upon the sale of the Shares or assignment of the net proceeds (to the extent necessary to pay such exercise price) of a loan from such broker in such amount; or (C) such other consideration and method of payment for the issuance of stock to the extent permitted under the Plan and applicable law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Exchange Act. (d) No Shares shall be delivered upon exercise of the Option until all laws, rules and regulations that the Committee may, in its sole discretion, deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the Shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the Shares for Optionee’s own account for investment purposes only and not with a view to the distribution thereof. (iiie) with Optionee shall not be considered a record holder of the consent Shares so purchased for any purpose until the date on which Optionee is actually recorded as the holder of Board such Shares in the records of the Company. (f) If the Optionee is Terminated for any reason except death or Disability, then the Committee, by tendering previously acquired Shares Optionee may exercise the Option (valued at its Fair Market Value, i) only to the extent that the Option would have been exercisable on the Termination Date and (ii) no later than three months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Board Administrator), but in any event, no later than the Expiration Date. (g) If the Optionee is Terminated because of Optionee’s death or Disability (or the Committee as Optionee dies within three months after a Termination other than for Cause or because of the date of tenderOptionee’s Disability), or (iv) with then the consent of the Board or the Committee, any combination of Option (i), ) may be exercised only to the extent that the Option ACTIVE.125427969.08 would have been exercisable by Optionee on the Termination Date and (ii) must be exercised by Optionee (or Optionee’s legal representative or authorized assignee) no later than twelve months after the Termination Date (or such longer time period not exceeding five years as may be determined by the Administrator, but in any event no later than the Expiration Date. (h) Notwithstanding subsections (f) and (iii); providedg) above, howeverif Optionee is terminated for Cause, that payment neither the Optionee, the Optionee’s estate nor such other person who may not be pursuant to (iii) above unless then hold the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered entitled to exercise the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuancewhatsoever.

Exercise of Options. Options granted (a) This option shall become exercisable in accordance with its terms, as follows: _____ shares commencing on the first anniversary of the date of grant; _____ additional shares commencing on each of the second and third anniversaries of the date of grant; provided the Optionee shall then be an employee or director of or consultant to the Company (including serving as a consultant to the Company through an affiliated entity), or shall have previously fulfilled his duties under his Consultant Agreement with the Plan Company. (b) An option shall be exercised exercisable by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise such exercise, in the form prescribed by the Board of Directors to the Secretary or Treasurer of the Company, specifying at its principal office. The notice shall specify the number of Shares shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be purchased, 50 or a multiple thereof) and shall be accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check or bank checkin the amount of the full exercise price of such options, (ii) with made by the consent surrender to the Company of that number of Options having an aggregate spread value (ie. the difference between the exercise price of an Option and the closing price per Share on the American Stock Exchange on the date of the Board or written notice of exercise) equal to the Committee, by delivery of a promissory note in favor aggregate exercise price of the Company upon such terms and conditions as determined by the Board Options being exercised, or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, manner as the Board or the Committee may from time to time prescribeshall deem acceptable. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer No shares shall be evidenced delivered upon exercise of any option until all laws, rules and regulations which the Board of Directors may deem applicable have been complied with. (c) The person exercising an option shall not be considered a record holder of the stock so purchased for any purpose until the date on which he is actually recorded as the books holder of such stock in the records of the Company. No person exercising an Option shall have any . (d) If the Optionee hold and exercisable option at the time of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment his death or then this option shall be made exercisable by his personal representative for cash dividends or other rights for which a period ending on the record date is prior to earlier of (i) one year from the date of such issuancedeath or permanent disability or (ii) the date on which the option expires in accordance with its terms.

Exercise of Options. (a) The Options granted under the Plan shall will be exercised exercisable by the Optionee thereof notice (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 an "Exercise Notice") and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise payment to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) Company in cash or by certified check or bank check, (ii) accordance with the consent procedure prescribed herein; provided, that the aggregate Exercise Price with respect to any one such exercise will not be less than $10,000, unless the exercise represents an exercise of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms all Options that are vested and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee exercisable as of the date of tender), the exercise. If the Grantee fails to accept delivery of and pay for all or (iv) with the consent any part of the Board number of shares specified in the Exercise Notice upon tender or delivery thereof, the Grantee's right to exercise the Options with respect to the undelivered shares may be terminated in the sole discretion of the Compensation Committee. (b) Each Exercise Notice will (i) state the number of shares in respect of which Options are being exercised, (ii) be accompanied by payment as provided in Subsection (c) below and (iii) be signed by the person or persons entitled to exercise the Options. If Options are being exercised by any person or persons other than the Grantee, the Exercise Notice will be accompanied by proof, satisfactory to the Company and its counsel, of the right of the person or persons to exercise the Options. (c) Payment of the Exercise Price will be made by delivering to the Company any one or a combination of (i)) a certified or bank cashier's check payable to the Company or its order or a wire transfer directly to an account specified by the Company, (ii) and one or more certificates evidencing shares of Common Stock owned by the Grantee immediately prior to the exercise, together with a duly executed stock power, having an aggregate fair market value on the date on which the Exercise Notice is given equal to the aggregate Exercise Price or (iii)) a copy of irrevocable instructions to a registered broker/dealer to deliver promptly to the Company an amount of proceeds from the sale of shares of Common Stock to be issued pursuant to the Options being exercised or of a loan made with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Price. (d) The certificate or certificates representing the Option Shares will be registered in the name of the person or persons exercising the Options, or, if the Options are exercised by the Grantee and the Grantee so requests in the applicable Exercise Notice, in the name of the Grantee and the Grantee's spouse, jointly, with right of survivorship. The certificate or certificates will be delivered within 10 days after receipt of payment by the Grantee; provided, howeverthat in the case of subsection 13(c)(iii), that the Company will not make delivery of the certificate or certificates until payment may not be pursuant is actually received from the broker/dealer. (e) The Company will have no obligation to (iii) above unless issue or deliver fractional Option Shares but may, in its sole discretion, elect to do so. In lieu of issuing any fractional Option Share, the Optionee shall have owned Company will pay to the Shares being tendered person exercising the Options, promptly following exercise, an amount in payment for a period cash equal to the fair market value of at least six months prior to the fraction of an Option Share as of the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) The Option shall become exercisable as follows: (i) On the Plan first anniversary of the Date of Grant, the Option shall become exercisable to the extent of _____ Shares; (ii) On the second anniversary of the Date of Grant, the Option shall become exercisable to the extent of _____ Shares (in addition to any Shares made exercisable pursuant to subparagraph (a)(i) of this section 7); (iii) On the third anniversary of the Date of Grant, the Option shall become exercisable to the extent of _____ Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i) and (a)(ii) of this Section 7); and (iv) On the fourth anniversary of the Date of Grant, the Option shall become exercisable to the extent of _____ Shares (in addition to any Shares made exercisable pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section 7). (b) The Option shall be exercised by the Optionee thereof (or by his or her executorsexercisable, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all whole or part of the Shares covered therebyand from time to time, by the giving of written notice of exercise such exercise, delivered to the Chief Executive Officer or General Counsel of the Company, specifying at the Company's principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be purchased, fifty (50) or an integral multiple thereof) and shall be accompanied by payment of the full purchase exercise price for the Shares for which the Option is being purchased. Full exercised. (c) The form of payment of such purchase price the Exercise Price for Shares purchased pursuant to the Option shall be made within five (5) business days following the date consist of exercise and shall be made (i) in cash or by certified check or bank checkcash, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committeecheck (subject to collection), (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as any of the date of tendermethods enumerated in paragraphs (a), (b), (d) and/or (e) of section 10.1 of the Plan or (iv) with the consent any combination of such methods of payment. (d) No Shares shall be delivered upon exercise of the Board or Option until all laws, rules and regulations which the Committee may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent that Optionee, upon exercising the Option, deliver to the Company a written representation and undertaking, satisfactory in form and substance to the Committee, that, among other things, Optionee is acquiring the shares for her own account for investment and not with a view to the distribution thereof. (e) Optionee shall not be considered a record holder of the Shares so purchased for any combination purpose until the date on which Optionee is actually recorded as the holder of such Shares in the records of the Company. (f) In the event of (i)x) Optionee's termination for Cause, (iiy) and Optionee's voluntary termination of Optionee's employment with the Company or (iii); providedz) Optionee's death or Disability, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise exercisability of the Option. Such notice of exercise, accompanied by such payment, Option shall be delivered subject to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of section 5.7 of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options granted under (a) Subject to the Plan shall terms of this Section and Section 4 hereof, any Option evidenced hereby may be exercised by the Optionee thereof Grantee (or by his or her executorsor, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of following the Shares covered therebyGrantee’s death, by the giving Grantee’s Beneficiary) by completing and delivering to the Company the Exercise Notice set forth in the Annex, together with payment in full of written notice the total Exercise Price for all Shares to be purchased upon exercise of exercise such Option. Any Option may be exercised in whole or in part; provided, that, Options may not be exercised for fractional Shares. The Exercise Price shall be payable by (i) money order, cashier’s check or certified check payable to the Company, specifying (ii) subject to the limitations set forth in clause (d) below, by the tender to the Company of Shares, or by the attestation to the ownership of the Shares that otherwise would be tendered to the Company in exchange for the Company’s reducing the number of Shares that it issues to be purchased, accompanied the Grantee by the number of Shares necessary for payment in full of the full purchase Option price for the Shares being so purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash , or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of more certificates duly endorsed to the Company upon such terms and conditions as determined by the Board or the Committeeevidencing Shares, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as a combination of the date of tender)foregoing, or (iv) except to the extent that the Option is an Option to purchase Restricted Shares, by the Grantee’s (a) irrevocable instructions to the Company to deliver the Shares issuable upon exercise of the Option promptly to the broker for the Grantee’s account and (b) irrevocable instruction letter to the broker for the Grantee’s account to sell Shares sufficient to pay the exercise price and upon such sale to deliver the exercise price to the Company, provided that at the time of such exercise, such exercise would not subject the Grantee to liability under section 16(b) of the Securities Exchange Act of 1934, or would be exempt pursuant to Rule 16b-3 promulgated under such Act or any other exemption from such liability. Shares tendered in payment of the Exercise Price shall be valued at their Fair Market Value on the date of tender. The date of exercise of any Option shall be deemed to be the date that the completed Exercise Notice and total Exercise Price for Shares being purchased are received by the Company. (b) The exercise of each Option evidenced hereby shall be subject to the condition that if at any time the Company shall determine (in accordance with the consent provisions of the Board following sentence) that it is necessary as a condition of, or in connection with, such exercise (or the Committee, any combination delivery or purchase of Shares thereunder) (i)) to satisfy withholding tax or other withholding liabilities, (ii) and (iii); providedto effect the listing, howeverregistration, that payment may not be pursuant to qualification on any securities exchange, on any quotation system, or under any state or federal law, of any Shares otherwise deliverable in connection with such exercise, or (iii) above to obtain the consent or approval of any regulatory body, then in any such event such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company in its sole judgment. In seeking to effect or obtain any such withholding, listing, registration, qualification, consent or approval, the Company shall act with all reasonable diligence. Any such postponement or limitation affecting the right to exercise an Option shall not extend the time within which the Option may be exercised, unless the Optionee Company and the Grantee choose to amend the terms of the Option to provide for such an extension; and neither the Company nor its directors or officers shall have owned any obligation or liability to the Grantee or to a Beneficiary by reason of any such postponement or limitation. (c) Subject to subsection (b) above, upon the date of exercise of any Option evidenced hereby, the Company shall promptly deliver to the Grantee (or Beneficiary) a certificate or certificates for the Shares being purchased, without charge to such purchaser for issue or transfer tax. Such certificate or certificates shall be issued in the name of the purchaser, or upon the purchaser’s request specified in the Exercise Notice, in the name of the purchaser and another person as joint tenants with right of survivorship. (d) Shares tendered or attested to in payment exchange for a period of Shares issued under the Plan must be held by the Grantee for at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered their tender or their attestation to the Company at its principal business office or such other office as the Committee may from time to time directCompany, and shall may not be in such form, containing such further provisions consistent with Restricted Shares at the provisions of the Plan, as the Board time they are tendered or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuanceattested to.

Exercise of Options. (a) The Options granted under the Plan shall will be exercised exercisable by the Optionee thereof notice (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 an “Exercise Notice”) and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise payment to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) Company in cash or by certified check or bank check, (ii) accordance with the consent procedure prescribed herein; provided, that the aggregate Exercise Price with respect to any one such exercise will not be less than $10,000, unless the exercise represents an exercise of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms all Options that are vested and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee exercisable as of the date of tender), the exercise. If the Grantee fails to accept delivery of and pay for all or (iv) with the consent any part of the Board number of shares specified in the Exercise Notice upon tender or delivery thereof, the Grantee’s right to exercise the Options with respect to the undelivered shares may be terminated in the sole discretion of the Compensation Committee. (b) Each Exercise Notice will (i) state the number of shares in respect of which Options are being exercised, (ii) be accompanied by payment as provided in Subsection (c) below and (iii) be signed by the person or persons entitled to exercise the Options. If Options are being exercised by any person or persons other than the Grantee, the Exercise Notice will be accompanied by proof, satisfactory to the Company and its counsel, of the right of the person or persons to exercise the Options. (c) Payment of the Exercise Price will be made by delivering to the Company any one or a combination of (i)) a certified or bank cashier’s check payable to the Company or its order or a wire transfer directly to an account specified by the Company, (ii) and one or more certificates evidencing shares of Common Stock owned by the Grantee immediately prior to the exercise, together with a duly executed stock power, having an aggregate Fair Market Value (as defined in the 1999 Plan) on the date on which the Exercise Notice is given equal to the aggregate Exercise Price or (iii)) a copy of irrevocable instructions to a registered broker/dealer to deliver promptly to the Company an amount of proceeds from the sale of shares of Common Stock to be issued pursuant to the Options being exercised or of a loan made with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Price. (d) The certificate or certificates representing the Option Shares will be registered in the name of the person or persons exercising the Options, or, if the Options are exercised by the Grantee and the Grantee so requests in the applicable Exercise Notice, in the name of the Grantee and the Grantee’s spouse, jointly, with right of survivorship. The certificate or certificates will be delivered within 10 days after receipt of payment by the Grantee; provided, howeverthat in the case of subsection 11(c)(iii), that the Company will not make delivery of the certificate or certificates until payment may not be pursuant is actually received from the broker/dealer. (e) The Company will have no obligation to (iii) above unless issue or deliver fractional Option Shares but may, in its sole discretion, elect to do so. In lieu of issuing any fractional Option Share, the Optionee shall have owned Company will pay to the Shares being tendered person exercising the Options, promptly following exercise, an amount in payment for a period cash equal to the Fair Market Value of at least six months prior to the fraction of an Option Share as of the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

Exercise of Options. Options (a) This option shall vest and become exercisable on May __ 2013, subject to earlier vesting and exercisability as follows: Milestone 1: Upon the commencement of the Company’s Rheumatoid Arthritis trial in South Africa (the “RA Trial”), this option shall vest and become exercisable with respect to the purchase of up to 20% of the total shares of Common Stock granted under this Agreement; Milestone 2: Upon demonstrated efficacy of the Plan RA Trial, this option shall vest and become exercisable with respect to the purchase of up to 50% of the total shares of Common Stock granted under this Agreement, including the shares under Milestone 1 above; and Milestone 3: Upon the execution of either a licensing, strategic or financing agreement with a strategic or financial third party which yields minimum gross proceeds to the Company of $7.5 million, this option shall vest and become exercisable with respect to the purchase of up to 100% of the total shares of Common Stock granted under this Agreement, including the shares under Milestones 1 and 2 above. (b) To the extent vested prior to the Termination Date, this option shall be exercised exercisable by the Optionee thereof (or by his or her executors, administrators, guardian or legal representative, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part of the Shares covered thereby, by the giving of written notice of exercise such exercise, in the form prescribed by the Board of Directors of the Company (the “Board”), to the Company, specifying Secretary or Treasurer of the Company at its principal office. The notice shall specify the number of Shares shares of Common Stock for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be purchased, 50 or a multiple thereof) and shall be accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and shall be made (i) in cash or by certified check in the amount equal to the Exercise Price multiplied by the number of shares to be purchased upon exercise, or bank check, (ii) in such other manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of any option until all laws, rules and regulations which the Board may deem applicable have been complied with. (c) The Optionee shall not be considered a record holder of the Common Stock issuable pursuant to this Agreement for any purpose until the date on which he or she is actually recorded as the holder of such Common Stock in the records of the Company. (d) To the extent vested, prior to the Termination Date, this option shall be exercisable only so long as the Optionee shall continue to hold the same or similar position with the consent of Company as is currently held by the Board Optionee, or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions other position as determined may have been directed by the Board or and within the Committee, ninety (iii90) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of day period after the date of tender)termination of such relationship, or (iv) with to the consent extent vested on the such date of the Board or the Committee, any combination of (i), (ii) and (iii)termination; provided, however, that payment may not be pursuant to such termination was without cause. (iiie) above unless Notwithstanding the provision of Section 3(d) above: (i) In the event the Optionee shall have owned is unable to continue to hold the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to same or similar position with the Company at its principal business office as is currently held by the Optionee, or such other office position as may have been directed by the Committee may from time Board, due to time direct, his or her total and shall be permanent disability (as defined in such form, containing such further provisions consistent with the provisions §105(d)(4) of the PlanCode), as this option may be exercised, to the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced extent vested on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuancedisability, within the ninety (90) day period from the date of such disability; (ii) In the event of death of the Optionee, this option may be exercised, to the extent vested on the date of death, at any time within twelve (12) months following such date of death by the Optionee's estate or by a person who acquired the right to exercise this option by bequest or inheritance; provided that at the time of his or her death the Optionee held the same or similar position with the Company as is currently held by the Optionee, or such other position as may have been directed by the Board; and (iii) In the event the Optionee is terminated from the Company for cause, this option may be exercised, to the extent vested on the date of such termination, within the thirty (30) day period after the date of such termination. Notwithstanding the provisions of this Section (e), in no event shall this option be exercisable after the Termination Date.

Exercise of Options. Options granted under the Plan (i) Each option shall be exercised by made exercisable not less than six months from the Optionee thereof (date of grant and at such time or by his times, whether or her executors, administrators, guardian or legal representativenot in installments, as provided in SECTIONS 6.6 and 6.7 hereofthe Committee shall prescribe at the time the option is granted. (ii) as A person electing to all or part of the Shares covered thereby, by the giving of exercise an option shall give written notice of exercise to the Company, specifying as may be specified by the Committee, of exercise of the option and the number of Shares shares of stock elected for exercise, such notice to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall instruments or documents as may be made within five (5) business days following the date of exercise and shall be made (i) in cash or required by certified check or bank check, (ii) with the consent of the Board or the Committee, and shall tender the purchase price of the stock elected for exercise unless otherwise directed by delivery the Committee. (A) Notwithstanding any of the provisions of this Plan or instruments evidencing options granted hereunder, in the case of a promissory note Change in favor Control of the Company upon Company, each option then outstanding shall immediately become exercisable in full. A Change in Control shall occur if any of the events described below in subparagraphs (1), (2) or (3) shall have occurred, unless the holder of any such option shall have consented to the application of subparagraph (3) in lieu of subparagraphs (1) and (2): (1) any "person" or "group of persons" as such terms are used in Sections 13(d) and conditions 14(d) of the Exchange Act other than pursuant to a transaction or agreement previously approved by the Board of Directors directly or indirectly purchases or otherwise becomes the "beneficial owner" (as determined defined in Rule 13d3 under the Exchange Act) or has the right to acquire such beneficial ownership (whether or not such right is exercisable immediately, with the passage of time, or subject to any condition) of voting securities representing twenty-five percent or more of the combined voting power of all outstanding voting securities of (A) the Company, or (B) of an Af- filiated Party (as hereinafter defined); (2) during any period of twenty-four consecutive calendar months, the individuals who at the beginning of such period constitute the Company's Board of Directors, and any new directors whose election by such Board or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such Board who were either directors on such Board at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof; or (3) during any period of twenty-four consecutive calendar months, the individuals who at the beginning of such period constitute the Company's Board of Directors, and any new directors (other than Excluded Directors, as hereinafter defined), whose election by such Board or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such Board who were either directors on such Board at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof. For purposes hereof, "Excluded Directors" are directors whose election by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined approval by the Board for stockholder election occurred within one year of any "person" or the Committee "group of persons", as such terms are used in Sections 13(d) and 14(d) of the date of tender)Exchange Act, commencing a tender offer for, or (iv) with becoming the consent beneficial owner of, voting securities representing 25 percent or more of the Board or the Committee, any combination combined voting power of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the date of exercise of the Option. Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books all outstanding voting securities of the Company. No person exercising an Option shall have any of , other than pursuant to a tender offer approved by the rights of a holder of Shares subject Board prior to an Option until certificates for such Shares shall have been issued following its commencement or pursuant to stock acquisitions approved by the exercise Board prior to their representing 25 percent or more of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuancecombined voting power.

Exercise of Options. Options granted under the Plan (a) This option shall be exercised by the Optionee thereof (or by his or her executorsbecome exercisable, administrators, guardian or legal representativein accordance with its terms, as provided in SECTIONS 6.6 and 6.7 hereof) as to all or part follows: 33 1 3% upon execution of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following this agreement 66 2/3% commencing six months after the date of exercise and shall be made (i) in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Board or the Committee, (iii) with the consent of Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of grant 100% commencing thirteen months after the date of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii)grant ; provided, however, that the number of shares for which this Incentive Stock Option first becomes exercisable in any calendar year, if any, shall be reduced so that the aggregate fair market value (determined at the time each option was granted) of such shares together with all other shares of Stock underlying Options first exercisable in that calendar year under all other Incentive Stock Options of the Company held by the Optionee shall not exceed $100,000. (b) An option shall be exercisable by written notice of such exercise, in the form prescribed by the Board of Directors or the Committee administering the Plan, to the Secretary of the Company, at its principal office. The notice shall specify the number of shares for which the option is being exercised (which number, if less than all of the shares then subject to exercise, shall be 50 or a multiple thereof) and shall be accompanied by the payment of consideration (in the form specified below) in the amount of the full purchase price of such shares. (c) The form of consideration to be paid for the shares to be issued upon exercise of an Option may not consist of (i) cash, check or in the discretion of the Board of Directors or the Committee administering the Plan, a promissory note; (ii) other shares of Common Stock owned by the Optionee which are then registered under the Securities Act or otherwise publicly saleable under Rule 144 or other applicable exemption under the Securities Act and have a fair market value on the date of surrender equal to the aggregate exercise price of the shares as to which this Option shall be pursuant to exercised; (iii) above unless an assignment by the Optionee shall have owned of the Shares being tendered net proceeds to be received from a registered broker upon the sale of the shares or the proceeds of a loan from such broker in such amount; or (iv) any combination of such methods of payment, or such other consideration and method of payment for a period the issuance of shares to the extent permitted under Delaware law and satisfying the requirements of Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended. (d) Any promissory note (the "Note") shall be in the form prescribed by the Board of Directors or the Committee administering the Plan, in the principal sum of the purchase price and duly executed by the Optionee and shall bear interest at least six months prior to the Applicable Federal Rate (as such term is defined in the Internal Revenue Code of 1986) in effect on the date of exercise of the Option. Such notice of exercise, accompanied by such payment, Note. (e) No shares shall be delivered upon exercise of any option until all laws, rules and regulations which the Board of Directors or the Committee administering the Plan may deem applicable have been complied with. If a registration statement under the Securities Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent that the person exercising the option give to the Company at its principal business office a written representation and undertaking, satisfactory in form and substance to the Board of Directors or such Committee, that, among other office things, he is acquiring the shares for his own account for investment and not with a view to the distribution thereof. (f) The person exercising an option shall not be considered a record holder of the Stock so purchased for any purpose until the date on which he is actually recorded as the Committee may from time holder of such stock in the records of the Company. (g) Subject to time direct, and shall be in such form, containing such further provisions consistent with the provisions of Section 5(d) of the Plan, this option shall be exercisable only so long as the Board or the Committee may from time Optionee shall continue to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books employee of the Company. No person exercising an Option shall have any Company and within the three-year period after the date of termination of his employment for disability (as defined in the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends Plan) or other rights for which the record date is early, normal or deferred retirement or prior to the earlier date on which the option expires in accordance with it terms, except that if Option is an employee of such issuancethe Company at the time of his death then this option shall be exercisable by his personal representative or heirs, as the case may be, within the twelve-month period next succeeding the death of the optionee or prior to the earlier date on which the option expires in accordance with its terms.