Common use of Exercise of Options Clause in Contracts

Exercise of Options. The Option shall be exercisable, in whole or in part, by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The No Option granted under this Agreement shall be exercisableexercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased; (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) any written notice to representations and/or undertakings, in such form and substance as the Company setting forth the number of shares of Stock may deem necessary or desirable to assure compliance with respect to which the Option is to be exercised. In order to be effective, all applicable legal and accounting requirements; and (e) such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or . Fractional share interests shall be sent by registered maildisregarded, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price but may be madecumulated. No fewer than 100 Options may be exercised at any one time, in whole or in part, in shares of Stock previously held by unless the Optionee (or other holder of number is the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a total number of shares of Stock legally and beneficially owned by such Optionee (or other holder of Options exercisable at the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposetime.

Exercise of Options. The (a) Subject to such further limitations as are provided herein, the Option shall be exercisable, exercisable at any time and from time to time during the period commencing one (1) year from the Date of Grant and ending ten (10) years (five (5) years for 10 percent shareholders as described in whole the Plan) from the Date of Grant. The Grantee may exercise the Option with respect to all or in part, by the delivery any part of written notice to the Company setting forth the number of shares Option Shares then exercisable hereunder by giving the Secretary of Stock with respect the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised. In order to be effectiveexercised and the date of exercise thereof, such written notice which date shall be accompanied at least five days after the giving of such notice unless an earlier time of its delivery to shall have been mutually agreed upon. (b) Full payment (in U.S. dollars) by the Company by payment Grantee of the option price for such shares of Stock, which payment the Option Shares purchased shall be made (a) on or before the exercise date specified in cash or by personal checkthe notice of exercise in cash, cashier's checkor, certified check, or postal or express money order payable to with the order prior written consent of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be madeSecretary, in whole or in part, in part through the surrender of previously acquired shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the at their fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to on the order of exercise date. On the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares exercise date specified in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state Grantee's notice or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Optionas soon thereafter as is practicable, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as the Company may elect) upon full payment of such Optionee (Option Shares. The Grantee shall upon each exercise of a part or other holder all of the Option option granted represent and warrant that his purchase of stock pursuant to Section 5) certificates representing the number of shares of Stock such option is for investment only, and not with respect a view to which such Option has been so exerciseddistribution involving a public offering. All proceeds received pursuant to the exercise of the Option shall be added to the general funds The obligation of the Company to deliver Stock shall, however, be used subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If the Grantee fails to pay for any corporate purposeof the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date.

Exercise of Options. The Each Option Agreement shall provide that Options shall be exercisable, in whole or in part, exercised by the delivery of delivering a written notice of exercise to the Company setting forth Company. Each such notice shall state the number of shares of Common Stock with respect to which the Option is to being exercised and shall be exercised. In order to be effectivesigned by the person (or persons) exercising the Option and, such written notice in the event the Option is being exercised by any person other than the Grantee, shall be accompanied at by proof, satisfactory to counsel for the time of its delivery to the Company by payment Company, of the option right of such person to exercise the Option. The exercise price for such shares of Stock, which payment each Option shall be made (a) paid in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by full for the number of shares of Common Stock with respect to which specified in the Option is exercised notice by a certified or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person cashier's check or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment transfer to the Company for the of shares of Common Stock issuable upon valued for this purpose at their Fair Market Value, or a combination of both. In addition, in the exercise event that the Option being exercised is a Nonqualified Stock Option, a certified or cashier's check in full payment of the Option, the Company may require the Optionee to pay to the Company an additional aggregate amount equal to of any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, if any, attributable to the extent applicable, the employer (for payroll tax purposes) transfer of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option must accompany such notice. The date of exercise of an Option shall be added the date on which written notice of exercise shall have been delivered to the general funds Company, but the exercise of an Option shall not be effective until the person (or persons) exercising the Option shall have complied with all the provisions of the Option Agreement governing the exercise of the Option. The Company shall deliver as soon as practicable after receipt of notice and payment, certificates for the shares of Common Stock subject to the Option. No one shall be deemed to be used the holder of any shares of Common Stock subject to an Option, or have any other rights as a stockholder, unless and until certificates for any corporate purposethe shares of such Common Stock are issued to that person.

Exercise of Options. The Option Options shall be exercisable, in whole or in part, exercised by the delivery of (a) written notice directed to the Company setting forth at the address and in the form specified by the Company from time to time and (b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a “net” exercise or a broker-assisted cashless exercise, as described below). If the person exercising an Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. Payment for such Shares shall be in (a) cash, (b) Shares previously acquired by the purchaser, or (c) any combination thereof, for the number of shares Shares specified in such written notice. The value of Stock with respect surrendered Shares for this purpose shall be the Fair Market Value as of the last trading day immediately prior to which the exercise date. Alternatively, the Company may permit Optionee to exercise the Option is through a “net” exercise, whereby the Company shall retain from the Option that number of Option Shares having a Fair Market Value on the date of exercise equal to some or all of the exercise price. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time by the Committee (which need not be uniform), the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Optionee and delivers cash sales proceeds to the Company in payment of the exercise price. In such case, the date of exercise shall be deemed to be exercised. In order to be effective, such written the date on which notice of exercise is received by the Company and the exercise price shall be accompanied at the time of its delivery delivered to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposesettlement date.

Exercise of Options. The Option shall Options, to the extent that they are vested, may be exercisableexercised, in whole or in partpart (but for the purchase of whole Shares only), by the delivery of written notice to the Company setting forth (i) of a written or electronic notice, complying with the applicable procedures established by the Committee or the Company, stating the number of shares Options that are thereby exercised and (ii) full payment, in accordance with Section 6(b) of Stock the Plan, of the aggregate Exercise Price for the Shares with respect to which the Option is to be Options are thereby exercised. In order to be effective, such written The notice shall be accompanied at signed by you or any other person then entitled to exercise the time of its delivery to the Company by Options. Upon exercise and full payment of the option price Exercise Price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock Shares with respect to which the Option is exercised Options are thereby exercised, subject to Section 7(a) of this Award Agreement, the Company shall issue to you or your legal representative (b) in shares as evidenced by the appropriate entry on the books of Stock as set forth in this Section 4. Such notice may be delivered in person the Company or by messenger or courier service to the Secretary of a duly authorized transfer agent of the Company, the delivery of share certificates or shall be sent as otherwise determined by registered mail, return receipt requested, to the Secretary of the Company) one Share for each Option you have exercised. Notwithstanding the foregoing, unless the Committee determines otherwise, vested and in all such cases delivery unexercised Options shall be deemed to have been made expire (A) automatically on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant termination of your employment for Cause, (B) subject to (i) the conditions for continued exercisability set forth in Section 53(g) makes payment hereof, and (ii) your compliance with any other restrictive covenant (which, for the avoidance of doubt, includes any non-competition, non-solicitation, non-disparagement or confidentiality provisions) contained in any Company Arrangement to which you are subject (the “Exercise Conditions”), three months after the date of the termination of your employment if your employment is terminated by the Company for any reason other than Cause, death or Disability, (C) subject to the shares of Stock issuable upon Exercise Conditions, three months after the exercise date of the Optiontermination of your employment if you resign voluntarily for any reason other than Retirement, (D) twelve months after the Company may require the Optionee date of termination of your employment due to pay death or Disability and (E) subject to the Company an additional amount equal to any federalExercise Conditions, state or local taxes (which thirty-six months after the Company deems necessary or appropriate to be withheld in connection with the exercise date of such Option) in such forms termination of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required your employment for withholding taxesRetirement and, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock solely with respect to which any such Option is exercisedOptions that vest after the thirty-fourth month after your Retirement in accordance with Section 3(e) hereof, (i) certificates registered in thirty days following any such vesting date. Notwithstanding any provision of this Award Agreement or any other Company Arrangement to the name of such Optionee (or other holder contrary, all Options shall automatically expire on the tenth anniversary of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeGrant Date.

Exercise of Options. (a) The Option Options shall be exercisable, in whole or in part, by the delivery of written notice to of such exercise, in the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied form prescribed by the number of shares of Stock with respect to which Board or the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requestedCommittee, to the Secretary of the Company, and in at its principal office. The notice shall specify the number of Options being exercised (which number, if less than all such cases delivery of the Options, shall be deemed to have been made on 100 or a multiple thereof) and shall be accompanied by payment (i) in cash or by check in the date such notice is received. 2 At the time when the Optionee (or other holder amount of the Option pursuant to Section 5) makes payment to the Company aggregate Exercise Price for the shares underlying such Options or (ii) in such other manner as the Board or the Committee shall deem acceptable. (b) No shares shall be delivered upon exercise of Stock any Option until all laws, rules and regulations that 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 shares issuable upon the exercise of the OptionOptions, the Company may require as a condition precedent that the Optionee to pay give to the Company an additional amount equal to any federala written representation and undertaking, state or local taxes (which the Company deems necessary or appropriate to be withheld satisfactory in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay form and substance to the Company any such amount required Board or the Committee, that he or she is acquiring the shares for withholding taxes, his or her own account for investment and not with a view to the extent applicable, the employer distribution thereof. (for payroll tax purposesc) of The Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may not be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing considered a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by issuable upon exercise of an Option until the date on which such certificates; and (ii), if person is actually recorded as the option price holder of such stock in the records of the shares of Stock with respect Company. (d) The Options, to which such Option is the extent exercisable under Section 1 hereof, shall be exercisable only so long as the Optionee shall continue to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order an employee of the Company in an amount (in United States dollars) equal and within the 90-day period after the date of termination of his or her employment to the amount extent it was exercisable on the day prior to the date of termination. Notwithstanding the foregoing, in no event shall the Options be exercisable after the Termination Date. (e) Notwithstanding the provisions of Section 10(d) above, in the event the Optionee is unable to continue his employment with the Company as a result of his total and permanent Disability (as defined in Section 2(i) of the Plan), he may, but only within 180 days from the date of such excess. If Disability, exercise the fair market value Options to the extent he or she was entitled to exercise it at the date of such Shares Disability. Notwithstanding the foregoing, in no event shall the Options be exercisable after the Termination Date. (f) Notwithstanding the provisions of Stock delivered to Section 10(d) above, in the event of death of the Optionee: (i) who, at the time of his death, was an employee of the Company exceeds the option price and who was an employee of the shares Company during the entire period beginning on the Grant Date, or (ii) who dies within 90 days after the termination of Stock his employment with respect to which such Option is to the Company, and who was an employee of the Company during the entire period beginning on the Grant Date, the Options may be exercised, at any time within 180 days following the Company shall promptly deliverdate of death, by the Optionee’s estate or cause by a person who acquired the right to be deliveredexercise the Option by bequest or inheritance, but only to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment extent of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from right that would have accrued had the Optionee (or other holder continued living through the remainder of the Option pursuant to Section 5) setting forth calendar year in which his death occurred. Notwithstanding the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4(f), and (iii) an amount equal to any federal, state or local taxes which in no event shall the Company deems necessary or appropriate to Options be withheld incident to exercisable after the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeTermination Date.

Exercise of Options. (a) The Option shall Options may be exercisable, in whole or in part, exercised by the delivery Employee at any time and from time to time as to a portion or all of written notice the aggregate number of Shares subject to the Options as provided in Section 1 not theretofore exercised. The Employee shall exercise the Options by delivering to the Company written notice of such exercise, setting forth in such notice the number of Shares to be purchased by the Employee pursuant to such exercise and accompanied by payment in full in the form of cash for the Shares to be purchased pursuant to such exercise. The Options shall terminate and be of no further force or effect at 11:59 p.m., Cleveland, Ohio, time as to any Share subject to the Options for which a notice of exercise has not been given prior to the tenth (10th) anniversary of the date hereof. (b) No Shares shall be issued until full payment therefor has been made, and the Employee shall have all of the rights of a stockholder in respect of any shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order common stock of the Company upon the payment and issuance of such shares. (c) Upon payment in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary full for all of the Company, or shall Shares to be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option purchased pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the an exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercisedOptions, the Company shall promptly deliver, or cause issue and deliver to be delivered, to Optionee a replacement share certificate representing the Employee stock certificates for the number of shares of Stock in excess of those surrendered in payment of Shares so purchased by the option price. As promptly as practicable after the receipt Employee. (d) The Shares that are issued by the Company of (i) such written notice from to the Optionee (or other holder Employee pursuant to an exercise of the Option pursuant Options will be duly issued, fully paid, nonassessable and free from all taxes, liens, encumbrances, charges and restrictions of any kind, except as expressly provided in this Agreement or as may subsequently be mutually agreed to Section 5by the parties hereto. (e) setting forth The Company shall reserve or hold available at all times a sufficient number of Shares to cover the aggregate number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option issuable pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposethis Agreement.

Exercise of Options. 5.1. Options may be exercised in accordance with the provisions of Section 8.4 of the 2007 Plan. 5.2. In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any and all documents required by any applicable law and/or by the Company’s incorporation documents. The Optionee further agrees that in the event that the Company and its counsel deem it necessary or advisable, in their sole discretion, the issuance of Shares may be conditioned upon certain representations, warranties, and acknowledgments by the Optionee. 5.3. The Optionee acknowledges that the Company has transferred the day to day administration of its options system, including the Options, to an independent contractor and undertakes to follow the rules and practices of such independent contractor (currently Xxxxx Xxxxxxx Employees Benefits Ltd.) regarding the exercise of the Options. The Optionee acknowledges that the Company may, from time to time and in its sole discretion, transfer the day to day administration of its options system, including the Options, to another independent contractor or decide to administer its option system internally. 5.4. The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of the Company, might constitute a violation by the Company of any provision of law. 5.5. Each Option shall be exercisablesubject to the further requirement that, if at any time the Board (or the Committee) shall determine in its sole discretion that the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the granting of such Option or the issuance of Shares thereunder, such Option may not be exercised in whole or in part, by the delivery unless such consent or approval shall have been effected or obtained free of written notice any conditions not acceptable to the Company setting forth Board or the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeCommittee.

Exercise of Options. The Option Each option granted under the Plan shall become exercisable and the total number of shares subject thereto shall be exercisablepurchasable, in a lump sum or in such installments, which need not be equal, as the Committee shall determine; provided, however, that each option shall become exercisable as to at least 10% of the shares of Common Stock covered thereby on each anniversary of the date such option is granted; and provided, further, that if the holder of an option shall not in any given installment period purchase all of the shares which such holder is entitled to purchase in such installment period, such holder's right to purchase any shares not purchased in such installment period shall continue until the expiration or sooner termination of such holder's option. The Committee may, at any time after grant of the option and from time to time, increase the number of shares purchasable in any installment, subject to the total number of shares subject to the option and the limitations set forth in Section 2.5. At any time and from time to time prior to the time when any exercisable option or exercisable portion thereof become unexercisable under the Plan or the applicable Stock Option Agreement, such option, or portion thereof may be exercised in whole or in part; provided, however, that the Committee may, by the delivery terms of written notice the option, require any partial exercise to the Company setting forth the number of shares of Stock be with respect to which the Option is to be exerciseda specified minimum number of shares. In order to be effective, such written notice No option or installment thereof shall be accompanied exercisable except with respect to whole shares. Fractional share interests shall be disregarded, except that they may be accumulated as provided above and except that if such a fractional share interest constitutes the total shares of Common Stock remaining available for purchase under an option at the time of its delivery to exercise, the Company by payment of the option price for such shares of Stock, which payment optionee shall be made (a) in cash entitled to receive on exercise a certified or by personal check, bank cashier's check, certified check, or postal or express money order payable to the order of the Company check in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise Fair Market Value of the Option, the Company shall cause to be delivered to such Optionee (or other holder fractional share of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposestock.

Exercise of Options. The (a) An Optionee must at all times be an Eligible Employee from the date of grant until the exercise of the Options granted, except as provided in Section 3.5(b). (b) An Option shall may be exercisable, in whole or in part, exercised to the extent exercisable (i) by the delivery of giving written notice of exercise to the Company setting forth Company, specifying the number of shares of Stock with respect to which the Option is to be exercised. In order purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of withholding taxes pursuant to be effective, such written notice shall be accompanied at the time of its delivery Section 3.4(c) below; and (ii) by giving assurances satisfactory to the Company by payment that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the option price 1933 Act; provided, however, that in the event of the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, the second condition will be inoperative if, in the opinion of counsel for the Company, such shares condition is not required under the 1933 Act or any other applicable law, regulation or rule of Stockany governmental agency. (c) As a condition to the issuance of the Stock upon full or partial exercise of a Non-Qualified Option, which payment the Optionee will pay to the Company in cash, or in such other form as the Committee may determine in its discretion, the amount of the Company's Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be made payable to the Company either (ai) in United States dollars, in cash or by personal check, cashier's check, certified check, bank draft or postal or express money order payable to the order of the Company in an amount Company, or (in United States dollarsii) at the discretion of the Committee, through the delivery of outstanding shares of the Common Stock owned by the Optionee with a Fair Market Value at the date of delivery equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised Exercise Price, or (biii) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to at the Secretary discretion of the Company, or shall be sent Committee by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company combination of (i) such written notice from the Optionee and (or other holder of the Option pursuant to Section 5ii) setting forth the number of above. No shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option until full payment has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposemade.

Exercise of Options. The Option No option granted under this Agreement shall be exercisable------------------- exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with Section 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased (which shall be no less than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised); (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which Optionee, or a Successor, as the Option is to be exercised. In order to be effectivecase may be, and such written notice shall be accompanied at other agreements, representations and undertakings as described in the time of its delivery to Plan, including an acknowledgment that Optionee has reviewed the Company by payment memorandum regarding Section 83(b) of the option price for Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; --------- and (f) such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a stockholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option Other terms, times and conditions of exercise of ------------------- the Options are as follows: (a) Prior to the Expiration Date, the Options shall be exercisable, fully exercisable in whole or in part, by the delivery of written notice to the Company setting forth the part for a number of shares up to the aggregate number of Stock with respect to which all of the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made Shares. (a) in cash Upon the death or by Disability of the Optionee, the Optionee or the personal checkrepresentative of the Optionee, cashier's checkas applicable, certified check, or postal or express money order payable may exercise the Options to the order extent not previously exercised (and, in the case of the Company in an amount (in United States dollars) equal death, to the option price multiplied extent the Options could have been exercised by the number Optionee on the date of shares of Stock with respect death) subject to which the Option is exercised or (b) in shares of Stock as terms set forth in this Agreement, until their termination as provided by Section 4. Such 2 hereof. (a) The Options shall be exercised by written notice may be delivered in person or by messenger or courier service directed to the Secretary of the Company, or . Such written notice shall be sent accompanied by registered mail, return receipt requested, to full payment in cash for the Secretary number of the Company, and Option Shares specified in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when written notice. (a) If the Optionee (or other holder of is subject to restrictions regarding the Option pursuant Optionee's right to Section 5) makes payment to the Company for the sell shares of Common Stock issuable upon the under applicable securities laws and as a consequence exercise of the OptionOptions would not be taxable under the provisions of Section 83(c) of the Code, the Company may require Optionee, upon exercise of the Options, shall be authorized to make an election to be taxed upon exercise of the Options under Section 83(b) of the Code. To effect such election, the Optionee to pay to may file an appropriate election with the Internal Revenue Service within thirty (30) days after exercise of the Options and otherwise in accordance with applicable Treasury Regulations. (a) The Optionee recognizes that the Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company an additional amount equal to or any subsidiary of the Company is required by any law or regulation or any governmental authority, whether federal, state or local taxes (which the Company deems necessary local, domestic or appropriate foreign, to be withheld make in connection with the Optionee's exercise of such Optionthe Options. (a) in such forms of payment as are described in Subject to the first paragraph terms of this Section 4. In Agreement, the event that Optionee does not pay Options may be exercised at any time and without regard to any other option to purchase stock of the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeOptionee.

Exercise of Options. The Until termination of the Options in accordance ------------------- with Section 3 hereof, the Options may be exercised by Optionee (or such other --------- person specified in Section 4 hereof) upon delivery of the following to the --------- Company at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased (which shall be exercisableno less than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised); (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); --------- (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified checkOptionee, or postal or express money order payable to a Successor, as the order of case may be, and such other agreements, representations and undertakings as described in the Company in an amount Plan; and (in United States dollarsf) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock such further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a stockholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option No option granted under this Agreement shall be exercisable------------------- exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with Section 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased; (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which Optionee, or a Successor, as the Option is to be exercised. In order to be effectivecase may be, and such written notice shall be accompanied at other agreements, representations and undertakings as described in the time of its delivery to Plan, including an acknowledgment that Optionee has reviewed the Company by payment memorandum regarding Section 83(b) of the option price for Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; and (f) such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option No option granted under this Agreement ------------------- shall be exercisableexercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options --------- in accordance with Section 3 hereof, the Options may be exercised by Optionee --------- (or such other person specified in Section 5 hereof) to the extent exercisable --------- as determined under Section 2 hereof, upon delivery of the following to the --------- Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased (which shall be no less than 100 Shares); (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which Optionee, or a Successor, as the Option is to be exercised. In order to be effectivecase may be, and such written notice shall be accompanied at other agreements, representations and undertakings as described in the time of its delivery to Plan, including an acknowledgment that Optionee has reviewed the Company by payment memorandum regarding Section 83(b) of the option price for Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; and (f) such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option (a) This option shall become exercisable in accordance with its terms, as follows: ● for one-third of the shares of Common Stock commencing on the first anniversary of date of grant; and ● for an additional one-third of the shares of Common Stock on each of the second and third anniversaries of the date of grant, provided the Optionee shall then be an employee of the Company. (b) An option shall be exercisableexercisable by written notice of such exercise, in whole or in part, the form prescribed by the delivery Board of written notice Directors, to the Secretary or Treasurer of the Company setting forth at its principal office. The notice shall specify the number of shares of Stock with respect to for which the Option option is being exercised (which number, if less than all of the shares then subject to exercise, shall be exercised. In order to be effective, such written notice 50 or a multiple thereof) and shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (ai) in cash or by personal check, cashier's check, certified checkcheck in the amount of the full exercise price of such options, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Optionii) in such forms other manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of payment as are described in any option until all laws, rules and regulations, which the first paragraph Board of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent Directors may deem applicable, the employer have been complied with. (for payroll tax purposesc) of Optionee The person exercising an option shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may not be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing considered a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by stock so purchased for any purpose until the date on which he is actually recorded as the holder of such certificates; and (ii), if stock in the option price records of the shares of Stock with respect to which such Option is Company. (d) The option shall be exercisable only so long as the Optionee shall continue to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order an employee of the Company in an amount (in United States dollars) equal and within the thirty day period after the date of termination of his employment by the Company to the amount extent it was exercisable on the day prior to the date of termination. Notwithstanding the foregoing, in no event shall the option be exercisable after the Termination Date. (e) Notwithstanding the provision of Section 8(d) above, in the event the Optionee is unable to continue his employment by the Company as a result of his total and permanent disability (as defined in §105(d)(4) of the Internal Revenue Code of 1986, as amended), he may, but only within three (3) months from the date of disability, exercise the option to the extent he was entitled to exercise it at the date of such excessdisability. If Notwithstanding the fair market value of such Shares of Stock delivered to the Company exceeds foregoing, in no event shall the option price be exercisable after the Termination Date. (f) Notwithstanding the provisions of Section 8(d) above, in the event of death of the shares of Stock with respect to which such Option is to Optionee: (i) during the term hereof, the 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, provided that at the time of his death the Optionee is an employee of the Company and shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt have been continually employed by the Company of (i) such written notice from the Optionee date hereof; or (or other holder ii) within thirty (30) days after the termination of the Option pursuant to Section 5) setting forth Optionee’s employment by the number of shares of Stock with respect to which such Option is to Company, the option may be exercised, at any time within three (ii3) payment 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 option price right to exercise that had accrued at the date of such shares in termination. Notwithstanding the form required by the foregoing provisions of this Section 4(f), and (iii) an amount equal to any federal, state or local taxes which in no event shall this option be exercisable after the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeTermination Date.

Exercise of Options. The (a) Subject to earlier termination or cancellation as provided in this Agreement, this Option shall may be exercisable, exercised at any time on or after the date hereof and on or prior the Termination Date in whole or in part. (b) To the extent vested prior to the Termination Date, this option shall be exercisable by written notice of such exercise, in the form prescribed by the delivery Board of written notice Directors of the Company (the “Board”), to the Secretary or Treasurer of the Company setting forth at its principal office. The notice shall specify the number of shares of Common Stock with respect to for which the Option option is being exercised (which number, if less than all of the shares then subject to exercise, shall be exercised. In order to be effective, such written notice 50 or a multiple thereof) and shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (ai) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to check in the order of the Company in an amount (in United States dollars) equal to the option price Exercise Price multiplied by the number of shares to be purchased upon exercise, or (ii) in such other manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of Stock with respect to any option until all laws, rules and regulations which the Option 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 exercised or (b) actually recorded as the holder of such Common Stock in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary 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 Company as is currently held by the Optionee, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to other position as may have been made on directed by the Board and within the ninety (90) day period after the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise termination of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxesrelationship, to the extent applicablevested on the such date of termination; provided, however, such termination was without cause. (e) Notwithstanding the employer provision of Section 3(d) above: (for payroll tax purposesi) In the event the Optionee is unable to continue to hold 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, due to his or her total and permanent disability (as defined in §105(d)(4) of Optionee shall have the Code), this option may be exercised, to the extent vested on the date of such disability, but only 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 withhold such required amount from any sum payable, exercise this option by bequest or to become payable, to Optionee, upon such terms and conditions as inheritance; provided that at the time of his or her death the Optionee held the same or similar position with the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously as is currently held by the Optionee Optionee, or such other position as may have been directed by the Board; and (or other holder of iii) In the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then event the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of terminated from the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the for cause, this option price of the shares of Stock with respect to which such Option is to may be exercised, to the Company shall promptly deliverextent vested on the date of such termination, or cause to be delivered, to Optionee a replacement share certificate representing within the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable thirty (30) day period after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price date of such shares in termination. Notwithstanding the form required by the foregoing provisions of this Section 4(e), and (iii) an amount equal to any federal, state or local taxes which in no event shall this option be exercisable after the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeTermination Date.

Exercise of Options. The Option shall may be exercisable, in whole or in part, exercised by the delivery of written notice to the Chief Executive Officer of the Company setting forth at the Company's principal office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the Grantee or his "Permitted Assigns," in accordance with Paragraph 6 below. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by any person other than the Grantee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the Shares being purchased in cash or cash equivalents. The Grantee shall have the right to instruct the Company to withhold a portion of the Option shares to meet the obligations for tax withholding upon exercise of the Option or pay cash to satisfy such tax withholding obligations. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the Grantee or his Permitted Assigns and shall be delivered, as provided above, to or upon the written order of the person or persons exercising the Option as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's common stock equal to the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock 's common stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option shall Options, to the extent that they are vested, may be exercisableexercised, in whole or in partpart (but for the purchase of whole Shares only), by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from or electronic notice, complying with the Optionee (applicable procedures established by the Committee or other holder of the Option pursuant to Section 5) setting forth Company, stating the number of shares Options that are thereby exercised, and (ii) full payment, in accordance with Section 6(b) of Stock the Plan, of the aggregate Exercise Price for the Shares with respect to which such Option is the Options are thereby exercised. The notice shall be signed by you or any other person then entitled to be exercised, (ii) exercise the Options. Upon exercise and full payment of the option price of such shares in aggregate Exercise Price for Shares with respect to which the form required by the foregoing provisions Options are thereby exercised, subject to Section 7(a) of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the OptionAward Agreement, the Company shall cause issue to be delivered to such Optionee you or your legal representative (or other holder as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, the delivery of share certificates or as otherwise determined by the Company) one Share for each Option pursuant you have exercised. Notwithstanding the foregoing, to Section 5) certificates representing the extent that they are vested, you will also be permitted to exercise Options through a “cashless exercise” by having the Company withhold from the number of shares Shares you would otherwise be entitled to receive upon exercise of Stock the Options a number of Shares having a Fair Market Value (determined as of the date of exercise) equal to the aggregate Exercise Price with respect to the Options being exercised, in which such Option has been so exercised. All proceeds received pursuant case, subject to Section 7(a) of this Award Agreement, the exercise of Company shall issue to you or your legal representative (as evidenced by the Option shall be added to appropriate entry on the general funds books of the Company to be used for any corporate purposeor of a duly authorized transfer agent of the Company, the delivery of share certification or as otherwise determined by the Company) a net number of Shares net of such aggregate Exercise Price.

Exercise of Options. The Option No option granted under this Agreement shall be exercisable------------------- exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with Section 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased (which shall be no fewer than 100 Shares unless the number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Option is being exercised); (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which Optionee, or a Successor, as the Option is to be exercised. In order to be effectivecase may be, and such written notice shall be accompanied at other agreements, representations and undertakings as described in the time of its delivery to Plan, including an acknowledgment that Optionee has reviewed the Company by payment memorandum regarding Section 83(b) of the option price for Internal Revenue Code of 1986, as amended, attached hereto as Exhibit A; --------- and (f) such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a stockholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The No Option granted under this Agreement shall be exercisableexercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased; (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other income paid to Optionee by the delivery Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) any written notice to representations and/or undertakings, in such form and substance as the Company setting forth the number of shares of Stock may deem necessary or desirable to assure compliance with respect to which the Option is to be exercised. In order to be effective, all applicable legal and accounting requirements; and (e) such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or . Fractional share interests shall be sent by registered maildisregarded, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price but may be madecumulated. No fewer than 100 Options may be exercised at any one time, in whole or in part, in shares of Stock previously held by unless the Optionee (or other holder of number is the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a total number of shares of Stock legally and beneficially owned by such Optionee (or other holder of Options exercisable at the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposetime.

Exercise of Options. The No Option granted under this Agreement ------------------- shall be exercisableexercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased; (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) any written notice to representations and/or undertakings, in such form and substance as the Company setting forth the number of shares of Stock may deem necessary or desirable to assure compliance with respect to which the Option is to be exercised. In order to be effective, all applicable legal and accounting requirements; and (e) such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or . Fractional share interests shall be sent by registered maildisregarded, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price but may be madecumulated. No fewer than 100* Options may be exercised at any one time, in whole or in part, in shares of Stock previously held by unless the Optionee (or other holder of number is the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a total number of shares of Stock legally and beneficially owned by such Optionee (or other holder of Options exercisable at the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposetime.

Exercise of Options. The Option shall be exercisable, in whole or in part, by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an The amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect pursuant to which the Option is exercised or this option that shall become exercisable are as follows: _______shares commencing ____, 1998 _______shares commencing ____, 1999 _______shares commencing ____, 2000 (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or An option shall be sent exercisable by registered mailwritten notice of such exercise, return receipt requestedin the form prescribed by the Board or the Committee, to the Secretary of the Company, and in 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 such cases delivery of the shares then subject to exercise, shall be deemed to 100 or a multiple thereof) and shall be accompanied by payment (i) in cash or by check of the amount of the full purchase price of such shares or (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 made on complied with. If a registration statement under the date such notice Securities Act of 1933, as amended, is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment not then in effect with respect to the Company for the shares of Stock issuable upon the exercise of the Optionsuch exercise, the Company may require as a condition precedent that the Optionee to pay person exercising the option give to the Company an additional amount equal to any federala written representation and undertaking, state or local taxes (which the Company deems necessary or appropriate to be withheld satisfactory in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay form and substance to the Company any Board or the Committee, that such amount required person is acquiring the shares for withholding taxes, their own account for investment and not with a view to the extent applicable, the employer distribution thereof. (for payroll tax purposesd) of Optionee The person exercising an option shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may not be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing considered a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by stock so purchased for any purpose until the date on which such certificates; and (ii), if person is actually recorded as the option price holder of such stock in the records of the shares of Stock with respect to which such Option is Company. (e) This option shall be exercisable only so long as the Optionee shall continue to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order an employee of the Company in an amount (in United States dollars) equal and within the three month period after the date of termination of his employment to the amount extent it was exercisable on the day prior to the date of termination. Notwithstanding the foregoing, in no event shall this Option be exercisable after the Termination Date. (f) Notwithstanding the provisions of Section 8(e) above, in the event 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 date of disability, exercise this option to the extent he was entitled to exercise it at the date of such excessdisability. If Notwithstanding the fair market value foregoing, in no event shall this option be exercisable after the Termination Date. (g) Notwithstanding the provisions of such Shares Section 8(e) above, in the event of Stock delivered to death of the Optionee: (i) during the term of this option who is at the time of his death an employee of the Company exceeds and who shall have been in Continuous Status (as defined in the Plan) as an employee since the date of grant of this option, this option price of the shares of Stock with respect to which such Option is to may be exercised, at any time within twelve (12) months following the Company shall promptly deliverdate of death, by the Optionee's estate or cause by a person who acquired the right to be deliveredexercise this option by bequest or inheritance, but only to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment extent of the option price. As promptly as practicable right that would have accrued had the Optionee continued living one (1) month after the receipt by date of death; or (ii) within three (3) months after the Company termination of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to Continuous Status as an employee, this option may be exercised, at any time within three (ii3) payment 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 option price right to exercise that had accrued at the date of such shares in termination. Notwithstanding the form required by the foregoing provisions of this Section 4(g), and (iii) an amount equal to any federal, state or local taxes which in no event shall this option be exercisable after the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeTermination Date.

Exercise of Options. The Option shall be exercisable, in whole or in part, by the delivery of written notice Subject to the Company setting exercise schedule set forth ------------------- in the applicable Option Agreement, at any time and from time to time that Xxxxxxx Sachs determines to exercise any Option, Xxxxxxx Xxxxx shall provide to the Grantee written instructions (the "Exercise Instructions") which shall: (i) set forth the number of shares of Stock with in respect of which the Option shall be exercised (the "Purchased Stock"); (ii) set forth the date on which the Grantee shall exercise the Option; and (iii) identify the Option to which the Option is Exercise Instructions relate (such identification to be exercisedmade by the date of the Option Agreement or otherwise). In order to be effectiveThe Exercise Instructions may also include such other instructions as Xxxxxxx Sachs may in its sole discretion deem appropriate, such written notice shall be accompanied at the time of its delivery including, without limitation, instructions to the Company Grantee to: (x) provide to the Company, to the extent permitted by payment the applicable Plan and any committee of the option price for such shares Board of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order Directors of the Company in an amount which administers the Plan (in United States dollars) equal the "Committee"), irrevocable instructions for a broker to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to promptly pay to the Company an additional amount equal to any federalin full the Option price for the Purchased Stock; or (y) Transfer (as defined below) the shares of Purchased Stock to, state or local taxes (which instruct the Company deems necessary to issue such shares of Purchased Stock in the name of, Xxxxxxx Xxxxx or appropriate Xxxxxxx Xxxxx' designee. Upon receipt of the Exercise Instructions, the Grantee shall exercise the Option referred to be withheld therein in connection accordance with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay Exercise Instructions by delivering written notice to the Company any such amount required for withholding taxes, to in accordance with the extent applicableExercise Instructions, the employer (for payroll tax purposes) of Optionee shall have applicable Option Agreement and the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions Plan. Except as the Company provided in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to this Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised2, the Company Grantee shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to not exercise any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option (a) An option shall be exercisableexercisable by written notice of such exercise, in whole or in part, the form prescribed by the delivery Board of written notice Directors to the Company setting forth Secretary or Treasurer 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 Stock the shares then subject to exercise, shall be at least 100,000 or a multiple thereof) and shall be accompanied by payment in full of the purchase price of such shares. No shares shall be delivered upon exercise of any option until all laws, rules and regulations, which the Board of Directors may deem applicable, have been complied with. If a registration statement under the Securities Act of 1933, as amended (the “Act”) is not then in effect with respect to the shares issuable upon such exercise, it shall be 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 of Directors, that he is acquiring the shares for his own account for investment and not with a view to the distribution thereof. (b) 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 Option is holder of such stock in the records of the Company. (c) If the Optionee ceases to serve as an employee of the Company, he may, but only within thirty (30) days after the date he ceases to be exercisedan employee of the Company, exercise this option to the extent that he was entitled to exercise it as of the date of such termination. In order to be effective, such written notice If the Optionee shall be accompanied have been an employee of the Company at the time of its delivery to the Company by payment of the his death or permanent disability, then this option price for such shares of Stock, which payment shall be made (a) in cash exercisable by his personal representative or by personal checkhim, cashier's checkas the case may be, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made for a period ending on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company earlier of (i) such written notice one year from the Optionee (or other holder date of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, death or permanent disability or (ii) payment of the date on which the option price of such shares expires in accordance with its terms. Notwithstanding the form required by the foregoing provisions of this Section 48(c), in the event that the Employee’s employment is terminated “for cause,” as such term is defined and (iii) an amount equal to any federal, state or local taxes which interpreted by the Company deems necessary or appropriate to be withheld incident to the exercise courts of the OptionState of New York, the Company shall cause Employee’s right to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the this Option shall be added to expire on the general funds date of the Company to be used for any corporate purposehis termination.

Exercise of Options. The (a) Notwithstanding any other provision of this Agreement, the Options shall vest and become exercisable on the date hereof. (b) An Option shall be exercisableexercisable by written notice of such exercise, in whole or in part, the form prescribed by the delivery of written notice to Board or the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied committee appointed by the number of shares of Stock with respect Board to which administer the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requestedPlan, to the Secretary of the Company, and in at its principal office. The notice shall specify the number of Options being exercised (which number, if less than all such cases delivery of the Options then subject to exercise, shall be deemed 100 or a multiple thereof) and shall be accompanied by payment (i) in cash or by check in the amount of the full purchase price of such Shares or (ii) in such other manner as the Board or the Committee shall deem acceptable. With respect to Options which constitute non-qualified stock options and are granted to employees of the Company, such notice must also be accompanied by a payment, in cash or check, in an amount equal to the withholding taxes (income and employment) payable with respect to such exercise. (c) No Shares shall be delivered upon exercise of any Option until all laws, rules and regulations which the Board may deem applicable have been made on complied with. If a registration statement under the date such notice Securities Act of 1933, as amended, is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment not then in effect with respect to the Company for the shares of Stock Shares issuable upon the exercise of the Optionsuch exercise, the Company may require as a condition precedent that the Optionee to pay person exercising the Options give to the Company an additional amount equal to any federala written representation and undertaking, state or local taxes (which the Company deems necessary or appropriate to be withheld satisfactory in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay form and substance to the Company any Board, that such amount required person is acquiring the Shares for withholding taxes, their own account for investment purposes only and not with a view to the extent applicable, the employer distribution thereof. (for payroll tax purposesd) of Optionee The person exercising an Option shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may not be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing considered a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if Shares so purchased for any purpose until the option price of the shares of Stock with respect to date on which such Option person is to be exercised exceeds actually recorded as the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value holder of such Shares of Stock delivered to in the Company exceeds the option price records of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purposeCompany.

Exercise of Options. The Option shall be exercisable, in whole or in part, by the delivery of written notice Subject to the Company setting exercise schedule set forth in the applicable Option Agreement, at any time and from time to time that Goldman Xxxxx dxxxxxines to exercise any Option, Goldman Xxxxx shall provide to the Grantee written instructions (the "Exercise Instructions") which shall: (i) set forth the number of shares of Stock with in respect of which the Option shall be exercised (the "Purchased Stock"); (ii) set forth the date on which the Grantee shall exercise the Option; and (iii) identify the Option to which the Option is Exercise Instructions relate (such identification to be exercisedmade by the date of the Option Agreement or otherwise). In order to be effectiveThe Exercise Instructions may also include such other instructions as Goldman Xxxxx mxx xx its sole discretion deem appropriate, such written notice shall be accompanied at the time of its delivery including, without limitation, instructions to the Company Grantee to: (x) provide to the Company, to the extent permitted by payment the applicable Plan and any committee of the option price for such shares Board of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order Directors of the Company in an amount which administers the Plan (in United States dollars) equal the "Committee"), irrevocable instructions for a broker to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to promptly pay to the Company an additional amount equal to any federalin full the Option price for the Purchased Stock; or (y) Transfer (as defined below) the shares of Purchased Stock to, state or local taxes (which instruct the Company deems necessary or appropriate to be withheld issue such shares of Purchased Stock in connection the name of, Goldman Xxxxx ox Xxxdman Xxxxx' xxxxxnee. Upon receipt of the Exercise Instructions, the Grantee shall exercise the Option referred to therein in accordance with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay Exercise Instructions by delivering written notice to the Company any such amount required for withholding taxes, to in accordance with the extent applicableExercise Instructions, the employer (for payroll tax purposes) of Optionee shall have applicable Option Agreement and the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions Plan. Except as the Company provided in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to this Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised2, the Company Grantee shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to not exercise any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option shall may be exercisable, in whole or in part, exercised by the delivery of written notice to the Company setting forth at its principal office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the person (including, for purposes of this Agreement, any entity) exercising the Option. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by any person other than the Grantee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the Shares being purchased in cash. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the Grantee or his permitted assigns in accordance with paragraph 6 below and shall be delivered, as provided above, to or upon the written order of the Grantee or such permitted assigns as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's common stock equal to the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock 's common stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. The Option shall Options, to the extent that they are vested, may be exercisableexercised, in whole or in partpart (but for the purchase of whole Shares only), by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from or electronic notice, complying with the Optionee (applicable procedures established by the Committee or other holder of the Option pursuant to Section 5) setting forth Company, stating the number of shares Options that are thereby exercised, and (ii) full payment, in accordance with Section 6(b) of Stock the Plan, of the aggregate Exercise Price for the Shares with respect to which such Option is the Options are thereby exercised. The notice shall be signed by you or any other person then entitled to be exercised, (ii) exercise the Options. Upon exercise and full payment of the option price of such shares in aggregate Exercise Price for Shares with respect to which the form required by the foregoing provisions Options are thereby exercised, subject to Section 7(a) of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the OptionAward Agreement, the Company shall cause issue to be delivered to such Optionee you or your legal representative (or other holder as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, the delivery of share certificates or as otherwise determined by the Company) one Share for each Option pursuant you have exercised. Notwithstanding the foregoing, to Section 5) certificates representing the extent that they are vested, you will also be permitted to exercise Options through a “cashless exercise” by having the Company withhold from the number of shares Shares you would otherwise be entitled to receive upon exercise of Stock the Options a number of Shares having a Fair Market Value (determined as of the date of exercise) equal to the aggregate Exercise Price with respect to the Options being exercised, in which such Option has been so exercised. All proceeds received pursuant case, subject to Section 7(1) of this Award Agreement, the exercise of Company shall issue to you or your legal representative (as evidenced by the Option shall be added to appropriate entry on the general funds books of the Company to be used for any corporate purposeor of a duly authorized transfer agent of the Company, the delivery of share certification or as otherwise determined by the Company) a net number of Shares net of such aggregate Exercise Price.

Exercise of Options. The No Option granted under this Agreement shall be exercisable-------------------- exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) a written notice of exercise which identifies this Agreement, the type of Option to be exercised, and states the number of Shares to be purchased (which shall be no less than 100 Shares); (b) a check, cash or any combination thereof in the amount of the aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 7 of the Plan); (c) a check or cash in the amount reasonably requested by the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the delivery Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written notice representation and undertaking, in such form and substance as the Company may require, that the Shares underlying the Option are being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in such form and substance as the Company may require, setting forth the number investment intent of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) in cash or by personal check, cashier's check, certified checkOptionee, or postal or express money order payable to a Successor, as the order of case may be, and such other agreements, representations and undertakings as described in the Company in an amount Plan; and (in United States dollarsf) equal to the option price multiplied by the number of shares of Stock with respect to which the Option is exercised or (b) in shares of Stock such further acts as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service necessary to the Secretary register Optionee as a shareholder of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or cause to be delivered, to Optionee a replacement share certificate representing the number of shares of Stock in excess of those surrendered in payment of the option price. As promptly as practicable after the receipt by the Company of (i) such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be added to the general funds of the Company to be used for any corporate purpose.