Common use of Exercise of Stock Option Clause in Contracts

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of Stock, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock;Shares; or (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, provided that, to the extent required to avoid variable accounting treatment under ASC 718 FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(Aii)(A) and (iii)(Bii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or; (iii) if the IPO has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of Stock, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such noticethen exercisable. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received in this Section 4, subject to collectionthe limitations contained below. (b) Notwithstanding any other provision hereof, no portion of this Stock Option shall be exercisable after the Expiration Date. (c) Payment of the purchase price upon exercise may be made by one or more of the following methods (or any combination thereof): (i) in In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of StockBoard; (ii) by If the Optionee delivering to the Company a promissory note if the Board Initial Public Offering has expressly authorized the loan of funds to the Optionee for the purpose of enabling occurred (or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO has occurredbecomes publicly-traded), then (A) through the delivery (or attestation to the ownership) of shares of Stock Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to restrictions under any plan of the Company; provided, that, to restrictions. To the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares Shares if originally purchased from the Company shall have been owned by the Optionee for at least six months, and in any event with an aggregate . Such surrendered Shares shall be valued at Fair Market Value on the exercise date; (as of iii) If the date of such exercise) equal to Initial Public Offering has occurred (or the option purchase priceStock otherwise becomes publicly-traded), (B) by the Optionee delivering to the Company a properly executed Exercise Notice exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay for the option purchase price, ; provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee Board shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above.; or (biv) Certificates By a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price Payment instruments will be received subject to collection. No certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon or, with respect to uncertificated Stock, no transfer to the Optionee on the records of the Company will take place, until the Company has completed all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may include, without limitation, (i) compliance to receipt of a representation from the satisfaction Optionee at the time of exercise of the Committee Stock Option that the Optionee is purchasing the Shares for the Optionee’s own account and not with all requirements under a view to any sale or distribution of the Shares or other representations relating to compliance with applicable laws or regulations in connection with such law governing the issuance and of securities, (ii) delivery the legending of an executed Joinder Agreement the certificate (as defined in or notation on any book entry) representing the Stockholders’ AgreementShares to evidence the foregoing restrictions, and (iii) pursuant to which the obtaining from Optionee agrees to become a party to the Stockholders’ Agreement payment or provision for all withholding taxes due as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and result of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of Stock, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares . The delivery of certificates representing the shares of Stock shall be subject (or the transfer to the terms and conditions Optionee on the records of the Stockholders’ Agreement. Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of the Stock Option will be contingent upon (dA) Notwithstanding receipt from the Optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such Shares and the fulfillment of any other provision hereof requirements contained in this Agreement or applicable provisions of laws and (B) if required by the Company, the Optionee shall have entered into any stockholders agreements or other agreements with the Company and/or certain other of the PlanCompany’s stockholders relating to the Stock. In the event the Optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, no portion the number of this Shares transferred to the Optionee upon the exercise of the Stock Option shall be exercisable after net of the Expiration Datenumber of Shares attested to.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of Stock, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 2(c) and Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee Board in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock;Shares; or (ii) as permitted by the Optionee delivering 2012 Stock Incentive Plan, an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company a promissory note if the Board has expressly authorized the loan of sufficient funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of pay the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise and any required by state law; or (iii) if the IPO has occurred, then (A) through the tax withholding or delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering Participant to the Company of a properly executed Exercise Notice together with copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly deliver to the Company cash or a check payable and acceptable to the Company sufficient to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase exercise price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) aboveany required tax withholding. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee Board with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan and the Sub-Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee Board as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan or the Sub-Plan, no portion of this Stock Option shall be exercisable after the Expiration Date. (d) Shares issued on exercise of an Option are unassignable for a period of four (4) years from the Option Grant Date, although this share retention period may not exceed three (3) years from the date of exercise of the Option (hereafter, the “Holding Period “). (e) On expiry of the Holding Period, the Shares are transferable in accordance with provisions of the Company by-laws, and any other act agreed by the Company’s shareholders.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by any one or more of the methods described below (payment instruments will be received below, and subject to collection):Committee approval, more than one method of payment may be used. (i) in In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price Option Exercise Price multiplied by the number of such shares subject to the Exercise Notice (the “Option Shares of StockPurchase Price”); (ii) by By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state the Committee or applicable law; or (iii) if If the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase priceOption Purchase Price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase priceOption Purchase Price, provided that in the event the Optionee chooses to pay the option purchase price Option Purchase Price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will not be issued and delivered to the Optionee upon until: (i) compliance to the satisfaction of the Committee with Company is satisfied that all requirements under applicable laws or regulations legal matters in connection with such the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of an executed Joinder Agreement issuance; and (as defined in the Stockholders’ Agreementiii) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the all requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the Plan have been satisfied or waived. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no neither this Stock Option, nor any portion of this Stock Option Option, shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6), the Optionee may deliver a Stock Option exercise notice (an “"Exercise Notice”") in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect then subject to which this Stock Option is exercisable at the time of such noticeOption. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of StockShares; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s 's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of Stock, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”"EXERCISE NOTICE") in the form of Appendix APPENDIX A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of StockShares; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s 's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6), the Optionee may deliver a Stock Option exercise notice (an “"Exercise Notice”") in the form of Appendix APPENDIX A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of Stock;Shares; or (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Options; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Company's Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(Aii)(A) and (iii)(Bii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s 's name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise Subject to the provision of Paragraph 4 hereof, this Stock Option, Option may be exercised by written notice delivered to the extent then vested, only in Corporation stating the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form number of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable being exercised, together with cash and/or, if permitted at the time of such notice. Such notice shall specify exercise by the number Stock Option Committee, shares of Option Shares of Common Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in cashCorporation which, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable when added to the Committee in U.S. funds payable cash payment, if any, have an aggregate Fair Market Value equal to the order full amount of the Company in an amount equal to the purchase price of such Option Shares Shares, and/or, if permitted at the time of Stock; (ii) exercise by the Stock Option Committee, and if Optionee delivering is not also a director, consultant or business advisor of the Corporation or any of its subsidiaries, on a deferred basis evidenced by a promissory note. In addition, the Optionee shall have the right upon the exercise of this Stock Option in the manner set forth above to surrender for cancellation a portion of this Stock Option to the Company a promissory note if for the Board has expressly authorized number of shares (the loan "Surrendered Shares") specified in the holder's notice of funds exercise, by delivery to the Optionee for Company with such notice written instructions from such holder to apply the purpose Appreciated Value (as defined below) of enabling or assisting the Optionee Surrendered Shares to effect the exercise of his or her Stock Options; provided, that at least so much payment of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO has occurred, then (A) through the delivery (or attestation to ownership) of for shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until that are being acquired upon such exercise. The term "Appreciated Value" for each share subject to this Stock Option shall have been exercised pursuant to mean the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books excess of the CompanyFair Market Value thereof over the exercise price then in effect. Thereupon, Not less than ten (10) Option shares may be purchased at any one time unless the Optionee shall have full dividend number purchased is the total number which remains to be purchased under this Stock Option and other ownership rights in no event may the Stock Option be exercised with respect to such Issued Shares of Stockfractional shares. Upon exercise, subject to the terms of this Agreement Optionee shall make appropriate arrangements and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to responsible for the terms withholding of any federal and conditions of the Stockholders’ Agreementstate income taxes then due. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6 herein), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment below. Payment instruments will be received subject to collection):. (i) in cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of StockShares; (ii) by the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Covered Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockCovered Shares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration DateDate (subject to Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares of Stock to be purchased. Payment of the purchase price may be made by any one or more of the methods described below (payment instruments will be received below, and subject to collection):Committee approval, more than one method of payment may be used. (i) in In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price Option Exercise Price multiplied by the number of such shares subject to the Exercise Notice (the “Option Shares of StockPurchase Price”); (ii) by By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, provided that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if otherwise required by state the Committee or applicable law; or (iii) if If the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and are not subject to restrictions under any plan of the Company; provided, that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, Company and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase priceOption Purchase Price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase priceOption Purchase Price, provided that in the event the Optionee chooses to pay the option purchase price Option Purchase Price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will not be issued and delivered to the Optionee upon until: (i) compliance to the satisfaction of the Committee with Company is satisfied that all requirements under applicable laws or regulations legal matters in connection with such the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of an executed Joinder Agreement issuance; and (as defined in the Stockholders’ Agreementiii) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement). Until the Optionee shall have complied with the all requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the Plan have been satisfied or waived. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the provisions herein with respect to vesting of such Issued Shares, dividend rights and the other terms of this Agreement and the Stockholders’ Agreement. (c) Upon The Optionee and any Permitted Transferees, during the exercise duration of this Agreement, shall be considered the record owners of and shall be entitled to vote the Issued Shares if and to the extent that such shares are entitled to voting rights. The Optionee and any Permitted Transferees shall be entitled to receive all dividends and any other distributions declared on the Vested Shares. All dividends and any other distributions declared on the Restricted Shares shall be held in escrow by the Company, and such amounts will be released to the Optionee (or any Permitted Transferees, if and as applicable) if and as the Restricted Shares on account of which such dividends or other distributions have been declared become Vested Shares in accordance with this Agreement; provided that such dividend distributions from escrow shall not be required to be made until five business days following the earlier of (i) the end of each calendar year and (ii) the date of termination of the Stock OptionRelationship. Notwithstanding the foregoing, Issued Shares of Stock shall be subject the Company is under no duty to the terms and conditions of the Stockholders’ Agreementdeclare any such dividends or to make any such distributions. (d) The Committee may at any time buy out for a payment in cash or other property, a Stock Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the holder of such Stock Option. Any Issued Shares acquired by means of the exercise of any Stock Option previously granted may be repurchased in accordance with Section 9. (e) Notwithstanding any other provision hereof or of the Plan, no neither this Stock Option, nor any portion of this Stock Option Option, shall be exercisable after the earlier of (i) the Expiration Date, (ii) the Optionee’s Service is terminated for Cause or (iii) the Board deems a termination of Optionee’s Service to be for Cause.

Exercise of Stock Option. (a) The Optionee may exercise this Stock Option, to the extent then vested, Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares of Stock with respect to which this Stock Option is exercisable at the time of such noticeShares. Such notice shall specify the number of Option Shares of Stock to be purchased. The Optionee shall deliver a Restricted Stock Agreement for any Option Shares the Optionee exercises that are not vested, and such Restricted Stock Agreement shall include the same vesting schedule for such unvested Option Shares as set forth herein. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): (i) in In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares of StockShares; (ii) by By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock OptionsOption; provided, that at least so much of the exercise price as represents the par value of the Stock Option Shares shall be paid other than with a promissory note if otherwise required by state law; or (iii) if the IPO Initial Public Offering has occurred, then (A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the Company; provided, provided that, to the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. (b) Certificates for the Option Shares of Stock so purchased will be issued and delivered to the Optionee upon (i) compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and (ii) delivery issuance. The Optionee shall be required to sign the Stockholders Agreement in connection with the exercise of an executed Joinder Agreement (as defined in the Stockholders’ Agreement) pursuant to which the Optionee agrees to become a party to the Stockholders’ Agreement as a “Management Stockholder” and an “Other Stockholder” (in each case, as defined in the Stockholders’ Agreement)Stock Option. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares of Stock subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares of Stock to the Optionee, and the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares of StockShares, subject to the terms of this Agreement and the Stockholders’ Agreement. (c) Upon the exercise of the Stock Option, Issued Shares of Stock shall be subject to the terms and conditions of the Stockholders’ Agreement. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.