Common use of Exercise of Options Clause in Contracts

Exercise of Options. The Options or any portion thereof may be exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided by the Administrator before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Administrator having an aggregate fair market value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) Contain any representations and agreements as to Optionee’s investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may be exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft check or postal or express money ordercashier’s check (but no personal checks unless otherwise approved by the Committee). Except as otherwise provided by the Administrator Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock already owned by Optionee for at least six (6) months and acceptable to the Administrator Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; or (iii) Optionee may pay the Exercise Price by a reduction in the amount of any Company liability to the Optionee. In each case, case Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) a. State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) b. Contain any representations and agreements as to Optionee’s investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) c. Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As In addition, unless the shares to be acquired by Optionee have been registered under the Securities Act of 1933, as amended, upon and effective as of the date of exercise of the Option under this Agreement, Optionee agrees, represents and warrants that Optionee (i) is acquiring the shares of Common Stock for investment with no present intention of distributing or selling such shares or any interest therein except as permitted under this Agreement; (ii) is not only an employee but also a director or executive officer of the Company experienced in making risky investments and has the capacity to protect his interests in connection with making his decision to exercise the Option; (iii) is well-informed or capable of asking questions of the Company’s officials to make himself well-informed concerning the nature of his investment decision to exercise the Option and of the true financial status of the Company; and (iv) has obtained, analyzed and retained (or elected not to retain) copies of the Company’s current financial statements. Further, as a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may Each Option shall be exercised by Optionee paying the purchase price delivery of any written notice to the Company setting forth the number of shares of Stock with respect to which the Options are being exercised by Option is to be exercised, together with: (a) cash, a certified check, a bank draft or a postal or express money orderorder payable to the order of the Company for an amount equal to the exercise price under the Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal to the exercise price under the option, (c) an election to make a cashless exercise through a registered broker-dealer or (d) except as specified below, any other form of payment which is acceptable to the Committee, and specifying the address to which the certificates for the shares of Stock are to be mailed or the information necessary for the Company to effect an electronic transfer of the shares of Stock. Except If Mature Shares are used for payment by the Holder, the aggregate Fair Market Value of the shares of Stock tendered must be equal to or less than the aggregate exercise price of the shares of Stock being purchased upon exercise of the Option, and any difference must be paid pursuant to (a) above. As promptly as otherwise practicable after receipt of written notification and payment, the Company shall deliver the number of shares of Stock with respect to which the Option has been exercised, issued as designated by the Holder. Delivery of the shares of Stock shall be deemed effected for all purposes when the transfer agent of the Company shall have deposited the certificates in the United States mail, to the address specified by the Holder, or when the shares have been transferred electronically as designated by the Holder. In lieu of tendering the Mature Shares to the Company for the exercise price pursuant to (b) above, the Company may, in its sole discretion, accept documentation provided by the Administrator before Holder that the Holder owns the Mature Shares necessary for exercise and would be able to deliver them to the Company if requested by the Company, in which case the Company will deliver only the Net Shares. The Company shall have sole discretion in determining that the shares are Mature Shares and that they are unencumbered, transferable, and acceptable by the Company for this purpose. The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. Electronic transfer of shares of Stock may be effected by the Company it is exercisedsole discretion, (i) in lieu of issuance of physical share certificate(s). The Company may permit a Holder to elect to pay the exercise price upon the exercise of an Option by authorizing a third-party broker to sell all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Administrator having an aggregate fair market value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price exercise price and any applicable tax withholding resulting from such exercise. In each case, Optionee’s payment shall An Option may not be delivered with exercised for a written notice fraction of exercise which shall: (a) State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the a Common Stock are to be registered; (b) Contain any representations and agreements as to Optionee’s investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the CompanyShare.

Exercise of Options. The (a) Options or any portion thereof may be exercised by Optionee paying the optionee by giving notice of the exercise to the Company, stating the number of shares the optionee has elected to purchase under the Option he has elected to exercise. Such notice shall be effective only if accompanied by the exercise price in full paid in cash; provided that, if the terms of an Option so permit, or the Committee by separate action so permits, the optionee may (i) deliver Mature Shares (valued at their Fair Market Value on the date of exercise) in satisfaction of all or any shares part of the exercise price, (ii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to which the Options are being exercised sale of Common Stock or a loan secured by cashCommon Stock, certified checkthe amount necessary to pay the exercise price and, bank draft or postal or express money order. Except as otherwise provided if required by the Administrator before Committee, Applicable Withholding Taxes, or (iii) deliver an interest bearing promissory note, payable to the Company, in payment of all or part of the exercise price together with such collateral as may be required by the Committee at the time of exercise. The interest rate under any such promissory note shall be equal to the minimum interest rate required at the time to avoid imputed interest under the Code. The optionee shall not be entitled to make payment of the exercise price other than in cash unless provisions for an alternative payment method are included in the optionee's stock option agreement or are agreed to in writing by the Company with the approval of the Committee prior to exercise of the Option. (b) The Company may place on any certificate representing Common Stock issued upon the exercise of an Option any legend deemed desirable by the Company's counsel to comply with federal or state securities laws, and the Company may require of the optionee a customary written indication of his investment intent. Until the optionee has made any required payment, including any Applicable Withholding Taxes, and has had issued to him a certificate for the shares of Common Stock acquired, he shall possess no shareholder rights with respect to the shares. (c) Each optionee shall agree as a condition of the exercise of an Option to pay to the Company Applicable Withholding Taxes, or make arrangements satisfactory to the Company regarding the payment to the Company of such amounts. Until Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificate shall be issued upon the exercise of an Option. (d) As an alternative to making a cash payment to the Company to satisfy Applicable Withholding Taxes if the Option is exercisedagreement so provides, or the Committee by separate action so provides, an optionee may elect to (i) all deliver Mature Shares or a portion of (ii) have the Exercise Price may be paid by Optionee by delivery Company retain that number of shares of Common Stock owned by Optionee and acceptable to the Administrator having an aggregate fair market value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock (satisfy all or a sufficient specified portion of the sharesApplicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee. (e) acquired upon exercise of the Option and remit Notwithstanding anything herein to the Company contrary, Options shall always be granted and exercised in such a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) Contain any representations and agreements manner as to Optionee’s investment intent with respect conform to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company provisions of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the CompanyRule 16b-3.

Exercise of Options. The Options or any portion thereof may be ------------------- exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided by the Administrator Plan Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Administrator Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, case Optionee’s 's payment shall be delivered with a written notice of exercise which shall: (a) a. State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) b. Contain any representations and agreements as to Optionee’s 's investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s 's counsel; and (c) c. Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may be exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft check or postal or express money ordercashier's check (but no personal checks unless otherwise approved by the Committee). Except as otherwise provided by the Administrator Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock already owned by Optionee for at least six (6) months and acceptable to the Administrator Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and or (ii) Optionee may pay the Exercise Price by authorizing a third party delivery of Optionees full-recourse promissory note at an interest rate to sell shares be determined by the Committee, but in no case less than the rate required to avoid imputation of stock interest (or a sufficient portion of the shares) acquired upon exercise of the Option and remit taking into account any exceptions to the Company a sufficient portion imputed interest rules) for federal income tax purposes and provided that Optionee has not had an Involuntary Termination of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exerciseEmployment. In each case, case Optionee’s 's payment shall be delivered with a written notice of exercise which shall: (a) a. State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) b. Contain any representations and agreements as to Optionee’s 's investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s 's counsel; and (c) c. Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As In addition, upon and effective as of the date of exercise of the Option under this Agreement, Optionee agrees, represents and warrants that Optionee (i) is acquiring the shares of Common Stock for investment with no present intention of distributing or selling such shares or any interest therein except as permitted under this Agreement; (ii) is not only an employee but also a director or executive officer of the Company experienced in making risky investments and has the capacity to protect his interests in connection with making his decision to exercise the Option; (iii) is well-informed or capable of asking questions of the Company's officials to make himself well-informed concerning the nature of his investment decision to exercise the Option and of the true financial status of the Company; and (iv) has obtained, analyzed and retained (or elected not to retain) copies of the Company's current financial statements. Further, as a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may be exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft check or postal or express money ordercashier’s check (but no personal checks unless otherwise approved by the Committee). Except as otherwise provided by the Administrator Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock already owned by Optionee for at least six (6) months and acceptable to the Administrator Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; or (iii) Optionee may pay the Exercise Price by a reduction in the amount of any Company liability to the Optionee. In each case, case Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) a. State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) b. Contain any representations and agreements as to Optionee’s investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) c. Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As In addition, unless the shares to be acquired by Optionee have been registered under the Securities Act of 1933, as amended, upon and effective as of the date of exercise of the Option under this Agreement, Optionee agrees, represents and warrants that Optionee (i) is acquiring the shares of Common Stock for investment with no present intention of distributing or selling such shares or any interest therein except as permitted under this Agreement; (ii) is a director of the Company experienced in making risky investments and has the capacity to protect his interests in connection with making his decision to exercise the Option; (iii) is well-informed or capable of asking questions of the Company’s officials to make himself well-informed concerning the nature of his investment decision to exercise the Option and of the true financial status of the Company; and (iv) has obtained, analyzed and retained (or elected not to retain) copies of the Company’s current financial statements. Further, as a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may be ------------------- exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided by the Administrator Plan Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Administrator Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, case Optionee’s 's payment shall be delivered with a written notice of exercise which shall: (a) a. State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) b. Contain any representations and agreements as to Optionee’s 's investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s 's counsel; and (c) c. Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The Options or any portion thereof may be ------------------- exercised by Optionee paying the purchase price of any shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided by the Administrator Plan Committee before the Option is exercised, (i) all or a portion of the Exercise Price may be paid by Optionee by delivery of shares of Common Stock owned by Optionee and acceptable to the Administrator Plan Committee having an aggregate fair market value Fair Market Value (as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and or (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, case Optionee’s 's payment shall be delivered with a written notice of exercise which shall: (a) State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) Contain any representations and agreements as to Optionee’s 's investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s 's counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Company.

Exercise of Options. The No option shall be exercisable until all necessary regulatory and shareholder approvals of the Plan are obtained. Except as otherwise provided in this section, each option shall be exercisable in such installments, which need not be equal, and upon such contingencies as the Board shall determine; provided, however, that if an optionee shall not in any given installment period purchase all of the shares which the optionee is entitled to purchase in such installment period, the optionee's right to purchase any shares not purchased in such installment period shall continue until expiration or termination of such option. Notwithstanding the foregoing, the options shall vest at the rate of at least 20% per year over a five year period from the date the option is granted. Fractional share interests shall be disregarded, except that they may be accumulated. Not less than ten (10) shares may be purchased at any one time unless the number of shares purchased is the total number of shares which is exercisable at such time. Options or any portion thereof may be exercised by Optionee paying written notice delivered to the purchase price Company stating the number of any shares with respect to which the Options are option is being exercised by cashexercised, certified checktogether with the full purchase price for such shares. Payment of the option price in full, bank draft for the number of shares to be delivered, must be made (a) in cash or postal or express money order. Except as otherwise provided (b) subject to applicable law, with the Company's stock previously acquired by the Administrator before optionee and held by the Option is exercisedoptionee for a period of at least six months. Notwithstanding the foregoing, in the event an optionee who has an incentive stock option does exercise the incentive stock option by utilizing (ib) all or a portion above, the optionee should obtain tax advice as to the consequences of the Exercise Price may be paid by Optionee by delivery such action. The equivalent dollar value of shares of Common Stock owned by Optionee and acceptable used to effect a purchase shall be the Administrator having an aggregate fair market value (as of the shares on the date of exercise) that . If the option is equal to the amount of cash that would otherwise be required; and (ii) Optionee may pay the Exercise Price by authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) State the number of shares being exercised, the name, address and social security number of each person for whom the stock certificate or certificates for such shares of the Common Stock are to be registered; (b) Contain any representations and agreements as to Optionee’s investment intent with respect to the shares exercised as may be necessary and satisfactory to the Company’s counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optioneethe optionee, said notice shall be accompanied by proof proof, satisfactory to counsel for the Company Company, of the right of such person or persons to exercise the Options. As a condition option; Optionees will have no rights as shareholders with respect to the exercise of the Options, the Company may require the person exercising the Options to make any representation and warranty to the Company that may be required by any applicable law or regulation. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part stock of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders subject to their stock option agreements until the date of options granted by issuance of the Companystock certificate to them.

Exercise of Options. The a. Options shall only be exercisable at such times as provided in the Plan Documents and only to the extent that the participant is vested in the Shares subject to the Option pursuant to the Vesting Schedule set forth in the Option Agreement. b. Forestar shall not be required to deliver certificates or any portion thereof may be exercised by Optionee paying the purchase price of any instruments for shares with respect to which the Options are being exercised by cash, certified check, bank draft or postal or express money order. Except as otherwise provided by the Administrator before the an Option is exercisedexercised until the exercise price for the shares of Common Stock being purchased has been paid in full. c. In order to exercise an Option, (i) all or a portion of the Exercise Price notice must be provided to Forestar in such form as may be paid specified by Optionee by delivery Forestar. Such notice shall state that the Participant elects to exercise a specified Option, the number of shares of Common Stock owned by Optionee in respect of which it is being exercised, and acceptable to the Administrator having an aggregate fair market value (as manner of payment of the date exercise price of exercise) that is equal to the amount Option. d. The notice shall be accompanied by payment of cash that would otherwise be required; and (ii) Optionee may pay the full Exercise Price by authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit with respect to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. In each case, Optionee’s payment shall be delivered with a written notice of exercise which shall: (a) State the number of shares being exercisedpurchased. The Exercise Price shall be paid in cash, by irrevocable instructions to a broker to deliver promptly to Forestar cash equal to the nameExercise Price of the Option, address and social security number of each person for whom or unless otherwise provided in the stock certificate or certificates for such applicable Option Agreement, in whole shares of the Common Stock are to already owned by the Participant, or partly in cash and partly in such Common Stock. Cash payments shall be registered; (b) Contain any representations and agreements as to Optioneemade by certified or bank cashier’s investment intent with respect check, or by the wire transfer of immediately available funds, in each case payable to the shares exercised order of Forestar (or such other person or entity as may be necessary and satisfactory specified by Forestar). Payments of the Exercise Price of an Option that are made in the form of Common Stock (which shall be valued at Fair Market Value) may be made by (i) delivery of stock certificates in negotiable form, or (ii) unless otherwise determined by the Committee, delivery of the Participant’s representation that on the date of exercise he or she owns the requisite number of shares and, unless such shares are registered in the Participant’s name as verified by Forestar’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the delivery of the specified number of shares of Common Stock; provided, however, that the number of shares issued to the Company’s counsel; and (c) Be signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Options. As a condition to the Participant upon exercise of the OptionsStock Option shall be reduced by the number of shares specified in the representation. In addition, the Company may require the person exercising the Options to make any representation and warranty to the Company that extent permitted by the Committee in its sole discretion, a Participant may satisfy payment of the Exercise Price by forfeiting a number of Shares subject to and outstanding under the Option that, based on the Fair Market Value on the date of the exercise, are equal in value to the Exercise Price. e. Notwithstanding as otherwise provided in the Plan Documents, in no event may an Option be required by any applicable law or regulation. exercised after the Expiration Date. f. Except as provided in paragraph 5, a Participant may not exercise his Option unless such Participant is an Participant at the time notice is delivered to Forestar in accordance with paragraphs 3(c) and (d) above. g. The Company may also condition the exercise of the Option on the Optionee’s entering into a shareholder agreement or lock-up agreement with the Company and/or other shareholders which will restrict the transferability of the shares and contain other customary provisions including rights of repurchase or first refusal on the part of the Company and may include “drag along” rights, provided that these conditions are also generally imposed on other similarly-situated holders of options granted by the Companyshall be further subject to paragraph 12 herein.